Children of Hydra
by Rassilon001
Summary: X23 finds herself on the run from mysterious assassins, and seeks sanctuary at the Xavier Mansion. But can X23 fit in, even amongst her mutant peers? Can a girl trained from birth to kill learn to live her own life?
1. I

**Disclaimer:  
**I don't own X-Men Evolution, it belongs to Marvel, Boyd Kirkland, Greg Johnson, and various others. I wish I did though. Or at least owned adult X23. Oh yeah... her, a tropical island, and some coconut oil. That's all I ask for.

**Summary:  
**X23 finds herself on the run from mysterious assassins, and seeks sanctuary at the Xavier Mansion. But can X23 fit in, even amongst her mutant peers? Can a girl trained from birth to kill learn to live her own life? And what is HYDRA up to with these mysterious new killers whose past are linked with hers? Takes place about one year after Ascension (part II). Rated PG-13 for mild cursing, action violence and some horror.

"_You made me a monster. A weapon_."  
**- X23**

Somewhere deep in the Canadian wilderness.

A forest of heavy pines far away from civilization, even campers and nature enthusiasts would rarely travel out this far, the closest hint of it was a single road stretching the length of it from one town to another, a slice of humanity making a trail through nature. But even so, most people went through as quick as they could and did nothing to enter or spoil the surrounding landscape. And that was long before the rumors of the region being haunted started.

It was recent, of course, no more than a year or so ago, the trappers in the region (hunting illegally, likely) came back from one of their trips with tales of monsters out in the woods. Some sort of animal that roared like a mountain cat and left devastation in its wake. Some of them even said it walked upright like a man, but none of them got a good look at it. All they saw after the attack was the slashes, the marks in the trees and on their clothes. Curiously enough, however, none of them came out of the scare with nothing more than a few shallow scratches and some spoiled undergarments. Their kills had been stolen, however, and their weapons too, but that was all of it. Most chalked it up to careless (or drunk) hunters who'd lost their stuff and made the whole thing up.

But they had seen something.

They'd seen a weapon.

Then more and more tales started circulating about monsters and animals loose in the region. And some who swore they'd spotted a silhouette of a girl, a shadow against the trees. An evil spirit who haunted the region. Or maybe even some sort of mutant. The second one prompted a bit more of a response, a few beers were raised to anyone who promised to skin the mutant if they came across it. But no one ever got hurt, just scared witless, and so most tended to ignore the forest and just kept to themselves, going straight through or around if possible.

Leaving the region with a single occupant. A living weapon. Or a lost teenaged girl.

Depending on whom you asked.

* * *

Currently, that weapon was out stalking her dinner, gracefully gliding through the forest under the cloudy, moonlit sky. It was cool this time of year, but not yet winter, so the snow Canada was infamous for had yet to fall. But soon it would. And it had been almost three weeks since her last fresh kill, and far longer since she'd last seen any trappers or hunters in her territory. They were learning to avoid her. Which was smart for them. But bad for her. It meant she needed to spend more time out of her den and hunt abroad for fresh meat. Gather up enough for when winter did come.

Silent as moonlight, she climbed up one of the pine trees, moving from branch to branch, barely shaking a single pinecone out of place from her carefully controlled movements. Her eyes shined green as the clouds above parted and the pale white moon cast its glow on the forest. She froze then, remaining perfectly still. Though her prey tended to react to predators they could hear and smell, they were not blind, and movement might draw attention to herself. So she stayed still in the shadows of a tree, eyes glowing, and waited for the clouds to pass overhead again.

Finally, a cloud drifted back overhead, and the moonlight vanished, the weapon with it. Silent as a shadow, she moved, leaping through the air, grabbing hold of a nearby tree branch and vaulting upwards to land in a crouch atop of it. Her prey was directly beneath her, and it was blissfully unaware of her presence. It hadn't even so much as heard her boot scrape against the bark of the tree branch.

She raised up both arms like an acrobat and stood upwards, then fell backwards off of her perch and dived down headfirst, falling a good twenty feet from the branch all the way down. Five feet from impact, she extended her arms and with an audible 'snickt!' a pair of blades extended from both fists, between her knuckles. The deer's head snapped up, having heard that well and clear. But by then, of course, the predator struck.

X23 moved silently and swiftly.

The deer died likewise.

* * *

It had felt no pain, barely had time to realize it was being attacked before it was over and done with. X23 had gone straight for the upper back, breaking its spine in such a way that it was dead instantly. No time to feel any pain, no time for it to suffer.

Unfortunately, once the kill was over with, the young girl was far less subtle about dragging the carcass back to her den. For one thing, a fifteen-year-old girl just didn't have the muscle mass or size to physically lift the thing up and sling it over her shoulder, no matter how extensive her training with HYDRA had been. So she'd had to lash some leather straps to it (stolen from the trappers) and haul it behind her through the floor of the forest. Thankfully, she had less need to conceal herself now that she'd made her kill. If anything, she had good reason to scare off others who might want to come and find it.

Once or twice, she'd had problems with the bears in the region wanting to claim her dinner for their own. A few well-placed blows had convinced them to find easier sources of food, and by now most of the animals of the region gave her a wide berth. Just like the humans.

She was fine with that.

Or at least, that is what she told herself, on good days. On bad days, her mind would start to slip out of the rigid self-control she'd imposed on herself and she'd daydream of what it would be like to be an ordinary teenaged girl of fifteen. Even a mutant could have a life that was reasonably normal, like she'd seen at the Xavier Institute. Children and teens playing, working, interacting. Things she could never have. Things that had been stolen away from her by HYDRA and by the scientists who had made her and then re-made her into a weapon. And then she'd snap back to reality, and she'd remember... usually in the middle of a pile of woodchippings.

If her self-restraint ever slipped, she was dangerous. This was a fact. She had to maintain iron control over her emotions or she would hurt someone. That's why she lived out here. All alone.

She was fine with that.

Reaching the cave she called home, she dumped the carcass down on the ground and took a moment to cover the entrance with some fresh branches and leaves, masking it from outsiders. A casual observer wouldn't notice a thing out of place, and many good hunters would be hard-pressed to spot the telltale signs of her presence. She always made sure to cover her tracks and wash away her presence, and even laid down some herbs along the perimeter to the entrance. They kept animals away with a particularly nasty odor. It made sleeping troublesome sometimes with her sensitive nose, but it was a welcome comfort all the same. Even the fire she'd relit gave off only a little smoke, and it was carefully filtered out of the cave by a well-carved opening in the top, courtesy of adamantium blades.

It made sure she was alone, at least.

No one around for miles, just her, all alone, with her thoughts.

Frowning darkly, her tan features contorting with anger at how frequently her mind was beginning to wander, X23 turned her attention to food. Unsheathing her claws, X23 tore up the side of the deer and began to separate meat from bone, venting her rage on the dead animal. Her meal for tonight, and the remainder (and there would be a lot) she would do her best to preserve and store away deeper in the cave complex for winter. Humans -and- animals would be scarce during the cold months, and she wouldn't be able to keep stealing or hunting during those times as efficiently. Which reminded her. Finishing her carvings, she grabbed up a tossed aside backpack she'd liberated from some campers who'd wandered into the region a year ago. Inside, she located some foodstuffs she'd stolen recently, and began to tear open one of the health food bars, stuffing it into her mouth and swallowing with little ceremony.

She had to keep healthy, after all, and no one could survive exclusively on meat.

Her tasks finished, she exhaled slowly, allowing the tension to slides out of her body and dissipate.

It -was- lonely here, she admitted to herself, as she sat down cross-legged by the small fire and poked at it with a deer's antler to stir it up a bit. And she often wondered what had become of Wolverine, the closest thing she'd ever had to family. To a father figure, of sorts. Someday she might even go to find him. But right now, she wasn't ready. She wasn't in control. So it was safer to stay out in the middle of the wilderness, far away from everyone. If she lost control, no one would get hurt.

She shivered a little in the cold, zipping up her black leather jacket and wrapping her arms around herself. The temperature outside was still dropping, and the fire could only do so much to keep her warm. But it was all she had right now. So she had to make due. She lay down on a small, makeshift bed of animal pelts (from former kills) and curled up into a ball beside the fire. She lay her head down and closed her eyes, exhaling as she drifted off to sleep. As well trained as she was, she could fall asleep or snap awake in an instant, and never slept too lightly. In case something happened.

If it did, she would be ready.

As always, though she slept lightly and fully in-tune with her surroundings, X23 dreamed as she slept. But her dreams were not pleasant. They were filled with blood and death and shadowy figures who came at her when she was weak and helpless. And placed molten hot metal into her arms and feet and made her into a living weapon. Stealing away anything and everything that made her human.

As she slept, she shivered again. But not from the cold this time. With fear.

* * *

Unbeknownst to X23, she was being watched.

From his vantage point half a mile away on a high ridge, safely out of her range of enhanced hearing and smell, a shadowy figure sat perched on a tree branch, peering at her makeshift home through his infrared binoculars. She was a very distinct silhouette of orange and red warmth, and he could still dimly make her out despite the cover blocking his view. It didn't matter, he'd seen more than enough.

For all her preparations from being discovered, she'd grown very sloppy since escaping from HYDRA. A proper operative would've hid in plain sight, so to speak, amongst the everyday people, in a home, in a city, somewhere where she would be less obvious. Here, the only living being for miles around, she was as obvious as a blue-furred mutant would be amongst a Friends of Humanity gathering.

"No matter," he mused aloud, his voice low and guttural as he lowered the binoculars to his side, making his way forward. "This'll just make my job that much easi-..." he started to say, then stopped, and paused. Or rather, froze his entire body.

A glint of moonlight had shined through the cloud cover. Barely in time for him to see the whisper-thin black wire that was stretched across the ground just under his boot. Slowly, he eased his foot back, then kneeled down, peering at the wire. It was really more string than wire, but it was coated in blackish mud to keep it from being visible. And he'd nearly fallen for it. Whatever it was connected to, he didn't want to know. So... not so soft after all then.

"Booby traps," he murmured aloud. "Very nice..." he said with something close to respect in his voice. In truth, he was annoyed. Trying to get past them all would take too long, it might even be dawn by the time he reached her. And if he'd almost triggered this one, he might not be so lucky next time. And even if the traps weren't too dangerous to him, they would slow him down, and she'd be awakened. She might slip away from him again, and his superiors would be very, very annoyed at learning they'd wasted a year tracking her down only to lose her again.

The operative grinned and, from a standing start, crouched down and vaulted himself up into a nearby tree, landing on a branch a good thirty feet off the ground with seeming no effort at all, his long, dark trench coat swishing about his ankles as he grabbed at the trunk to steady himself. He glanced over his shoulder back at the way X23's home was, and grinned evilly, the moonlight shining off of his razor sharp teeth.

"Catch you later," he promised her, and then launched himself into the air and onto the horizon. Time to return to his own base of operations, report in, and await further instructions. He only hoped he'd be given the go-ahead soon, he was getting itchy for some blood to be spilled. Hell, he might even go hunting after he'd reported in and kill himself a rabbit just for the chance to feel sticky red blood between his fingertips.

Some of his colleagues said he needed a hobby. He just replied that killing was his hobby. It just happened to be a very messy hobby.

* * *

When morning came, X23 did not linger in her makeshift bed, but slid to her feet with speed and efficiency, shaking away the hint of drowsiness that clung to the back of her eyelids and tossing it aside like she would a crumpled ball of paper, becoming fully alert in a matter of moments. After a brief stretch, she began to attend to her daily work, which mostly included sharpening animal bones into knives (a small collection having been piled up in the far corner) designed specifically for throwing. She had no real need of the regular ones, thanks to her claws, but if someone came at her from a distance she might need them as backup. Taking a moment to wash out her mouth with a canteen nearby, she paused, tilting it upside down and shook it. Barely a droplet escaped. Empty.

Growling darkly, she started to hurl the empty canteen away... then caught herself. And gently lowered it to the ground, taking a moment to calm down. Instead, she added a trip to the river on her list of activities today. Which wouldn't be so bad, she mused. She could use a wash as well. If she went much longer without a bath she might clog her own sense of smell with her bad odor.

She slipped silently out of her lair and made her way a short distance southwards towards the stream. It was actually only a short distance further to the highway that passed through the region. Far enough away she wouldn't be seen, but close enough that if she wanted to get back to the road she'd have an easy way of doing so. Hijack or stowaway on a vehicle and go wherever she desired. However, right now all she desired was to get washed off, and so she stripped away her clothes and stepped ankle deep into the flowing water. It was icy cold, no shock there, and she gave an involuntary shudder as the biting cold water slapped against her bare skin, but she moved quickly instead to wash her green tank, her black leather jacket and pants, and giving her boots a quick rinse to make sure they wouldn't carry any lingering scents of blood and death. Then she hung them on a nearby tree branch and returned to the river, and, taking a deep breath, ducked under the water completely.

A few seconds later, and she emerged, gasping for air, her entire body shivering and wet, but she grimly ignored it as she did her best to slick back her dark hair. It was getting longer, she realized, and harder to tame with the usual methods. She might have to resort to tying it back soon or it would get in her eyes when she moved her head. Like that girl from the Institute... it took her only a moment to recall her name.

Katherine Anne Pride, aka Shadowcat, age 17, Corporeal Intangibility.

X23 had a near-perfect memory, and she'd made a thorough study of all the mutant files that SHIELD had kept. However, as she remembered the info on Kitty Pride, her mind veered off in another direction. Images of children playing, teenagers goofing off while they should have been working, mock fighting with cellphones and pillows. And then more images came. Fighting Wolverine, angry and screaming. HYDRA soldiers, surrounding them both, overwhelming them. Gauntlet and Omega Red, hunting her. Hunting them. Alone in a white room, starving and cold. Madame Hydra. The explosion that destroyed her past and ruined her future. And then most horrifying of all, the very worst of her memories...

... trapped in a jar of green goo, tubes and breathers wrapped around her face to keep her alive. Bandages were wrapped around her forearms from after the surgery. And as she watched, the shocking, startling pain as the adamantium blades sprang free from between her knuckles...!

"Raaauauuggh!!"

The scream and the cold jolted her awake, and she realized she was standing back in the river, her memories gone. Her claws were extended however, the shockingly fresh pain in her knuckles telling her she'd only extended them a moment ago, and sheepishly she retracted them, wrapping her arms around herself in a vain attempt to keep warm.

She couldn't do this. She couldn't control herself. Her past and her memories continued to torment her, and her rage was threatening to destroy herself as surely as it would have destroyed anyone else. There had to be another way. And even if she could survive, what then? Live like an animal for the rest of her days, alone, afraid, never resting, never happy? There had to be something else. There had to be some way to deal with this.

Wolverine...

... that thought she angrily pushed out of her head. He couldn't help her any more than he could help himself. Besides, she'd put him and the X-Men through enough grief with her attack on the mansion and her crusade against Hydra. No sense in burdening them with more troubles. She'd deal with this. Somehow.

She took a deep breath, releasing the tension from her body, and grimly continued to wash herself off, slapping icy water on her arms to rinse away layers of grime and filth that had accumulated since the last time she'd taken a bathe. Finished, she crawled out of the water and crouched down behind a nearby tree to shield herself from the breeze, letting herself (and her clothes) dry a bit before she got dressed. As she did, she idly spotted a puddle of water that had escaped the river, and peered over into it at her reflection.

A face she barely recognized peered up at her. Her face was a mixture of girl's and woman's. What was evident of a child was to be found in her smooth, clear and lightly tanned skin and slightly rounded features, unmarked by any sort of injury or aberration thanks to her healing factor. The only features out of place were her jade green eyes, which were far too old, too troubled, too dark for a child. They were the eyes of someone who had looked under the bed and found real monsters waiting for her under there. Her hair was slightly bushy, wild, untamed, and virtually uncut. Apart from an occasional self-administered haircut (which usually left it -more- ragged for some reason) she'd never had a chance to fix it. A while back she'd almost given up, and now it grew down almost to the small of her back. She was still lean, still strong, but months away from proper food and rest had forced her to use up most of her fat reserves. If she was evaluating herself as a potential victim, she would say she was much too thin to last more than a few rounds in a serious fight. Strength but no stamina. Power but no endurance.

So yes, she was surviving. But at what cost?

* * *

Sighing softly, confused in a fashion that only a teenaged girl could be, the weapon without a name grabbed up her tank top and slid it on, the wet material clinging to her developing curves as she drew up her pants and belted them into place, dressing herself. As if hoping if she stuck to a dull routine these sorts of greater problems would just go away...

... she paused suddenly, hands on her belt, and slowly slid it into place around her waist, even as she tilted her head to one side, giving her ear better hearing range. She could've sworn she'd just heard a twig snap. And it sounded much too light to be a deer or a bear. More hunter/trappers? He sniffed at the air, then her eyes widened in shock at the familiar scent.

Gunpowder.

She moved quickly, slamming her back against the tree to use as cover, casting out all her senses like a net to the immediate area, hoping to catch anything out of the ordinary. The scent of gunpowder was mixed with something else. Sweat, leather... dried old blood. And not animal blood either. That wasn't the scent of a hunter. That was the scent of a killer.

And as if to prove her point home, she heard the click and whoosh of weapon fire, and dove forward seconds before the tree she'd been using as cover exploded from rocket fire, chips of wood flying in every direction. More than half a dozen passed through her tank top and imbedded themselves into her back, forcing her to bite back a cry of pain. Her healing factor would handle that, and more importantly would push the wooden splinters out of skin, she ignored those and just moved. She still couldn't properly locate her enemy, so she had to move. Get some distance, return when she had a better idea of who and what she was fighting. Fortunately she'd prepared more than a few escape routes, and X23 quickly dove for the nearest one. Something told her she'd need speed instead of stealth to escape this enemy. She grabbed up her jacket as she ran, sliding her hands over two of the bone knives hidden in her breast pocket, closest to her chest. She had a feeling she'd need them.

She dove into the underbrush and seemingly vanished, and after ten minutes of zig-zag running, she launched herself into the air, sliding out one of her foot-claws to dig into the trunk of the tree and provide her with a rough foot-hold to further launch herself up along it and grab a nearby tree branch. There she hid amongst the pine needles, and again cast out of her enhanced senses. Nothing save the explosion, no sign of her enemy. They must've retreated for the moment to study the situation, same as she had. Which meant they were good.

Very good.

Eyes narrowing darkly in concentration, she tightened her grip on one of the bone knives hilts, tilting her head from side to side. "Come on, show yourself..." she croaked out, grimacing faintly at the pain in the back of her raw throat. She'd forgotten to refill her canteen back at the spring. But worse than that, she'd not used her voice beyond screaming in almost nine months now. It was hoarse from disuse.

The scent of sweat and blood reached her nose as the winds shifted, and she realized where her foe was. Not willing to let him have the same advantage, she slid around the back of the tree, below its branches, and clung to the side with her adamantium claws, one arm and both feet digging into the material to keep herself held up. She lifted up her right arm, with the dagger, and extended the metallic claws between her knuckles and held them up to her face, using them as a reflective mirror.

She barely caught a glimpse of something black and dull crimson before she heard another whoosh and realized another rocket had been fired at her, and slipped her blades free of the tree to leap forward. However, she mis-timed her jump, and the tree exploded with her barely a meter away from it. The blast sent her flying through the air, slamming into another tree hard enough to shatter some of it's branches, and then falling hard to the ground, rolling about a dozen meters before she came to a stop, coughing up blood.

Grimly, she pushed past the pain, trying to stand, and realized her ankle was broken from her impromptu flight. She collapsed onto her knee. Grimacing, knowing full well this was going to be excruciating, she reached down and snapped it back into place to aid her healing factor, then started to crawl forward. Southwards. She was too far away from her lair to get back to it, and even if she did, it would be a deathtrap to someone who was going bazooka-happy on her. She needed to get to the highway. Find a vehicle. Get _away_. _Live_.

* * *

The dark figure grinned underneath his goggles, tossing aside his rocket launcher and reaching down underneath his trench coat for his twin pistols. Normally fitted with armor piercing rounds, this time they had knockout darts prepped, as HYDRA wanted the little brat alive. Still, if he accidently happened to shoot her more than once, he could hardly be held accountable. The toxin had been specially designed with Weapon X23 in mind, they'd overwhelm even her advanced healing factor and render her unconscious for hours. And by then she'd be trussed up tight as a mental patient in straightjackets made of solid titanium. No way she'd break out of that easily.

Grinning darkly, he took his time and made his walk into a stroll. She wouldn't get far now, not before he'd catch up to her and pump her full of toxins. He'd...

... he paused, tilting his head. That sound. Wheels... heavy metal. A car. The highway!

Cursing himself, he ran forward, pistols up and ready. He had to catch her before she made it to the highway, or he might lose her again. Growling, he charged forward through the underbrush, slapping aside saplings and bushes out of his way and vaulting over rocks to increase his speed.

No way she was slipping away from him again. Not this time.

* * *

X23 crawled forward, the highway was in sight. She could smell the burnt rubber, the fumes of gas. Normally she'd be sickened by the stench of civilization, but now she was overjoyed. She tested her foot. It hurt abysmally, but it was enough to stand. She stumbled closer, faster. Behind her, she could hear her attacker redoubling their pace. They were after her, and likely figured out her plan by now. She had to move quick. She grabbed at the metal railing and crouched down low, keeping concealed. She had to time this right or she was either a pancake on the side of the road (something she wasn't positive she could bounce right back from, healing factor or not) or she was dead or captured or worse whenever the killer caught up to her.

A larger trucker came by, a bright crimson, bearing the logo of some soft drink she didn't recognize. It was perfect. Behind her, the killer moved in, and she caught sight of a short, dark figure in a trenchcoat raising up an arm, at the other end of which was a weapon.

Now.

He fired. She moved.

Her body twisted to avoid the projectile as she flipped gracefully through the air and slid effortlessly between the trailer and the semi-truck. Had she clung to the side, the driver would've noticed her in one of his mirrors, and they would've stopped, and X23 would be dead. As it was, they were blissfully unaware as she vanished, clinging to the back of the semi and then pushing herself up so she was riding atop of the trailer itself. She turned back to see if she was being pursued, but the highway was completely empty behind her. Her attacker must've given up.

For now.

The trailer swerved at a turn in the road, and she compensated by spreading her legs and riding it out, but it reminded her of how precarious her situation was, and so she knelt down and sliced at the top with her claws, tearing open a rectangular hole in the top of the truck, then leapt down gracefully into the inner confines, amongst the heavy crates and packages of the company. Idly, she ran a hand over one of the crates that partially open, finding that someone (likely the driver) had opened it up to help himself to some of his own delivery, and reached in, finding one of the metallic cans remaining. Remembering her basic social interaction studies, she reached down and popped open the lid, then drank deeply.

Solving her thirst problem, if nothing else. And that thought made her smile.

* * *

**Author's Notes:  
**A re-write of my old 'Weapon X24' story, which was in serious need of revising and updating. Many elements will be the same, but I hope old readers will enjoy this new envisioning as well, as a lot will also be changed.

Also, I am aware of the recent envisions of "comic" X23, and some of it will be used to influence the story, but this remains at heart an X-Men Evolution tale, and will unfold as such.


	2. II

"_Maybe it slipped your notice, Chuck, but I ain't exactly the model of restraint myself_."  
**- Wolverine**

The Xavier Institute. Friday Afternoon.

Like clockwork, the Xavier Institute for Gifted Youngsters was invariably filled with cheering, grateful teens at this time of day, when they arrived home from school and set about to enjoy their long weekend free of homework, teachers, and all the other things associated with the educational system. Equally like clockwork, the staff could be found taking care of specific duties. Scott Summers would be found in the hangar, performing maintenance on the Blackbird. Jean Grey would be hooked up to Cerebro, using her mental interface to update the worldwide mutant profiles. Ororo Munroe would be started cooking dinner for the mansion. Warren Worthington and Hank McCoy would be going over the latest expenses and budget for a mansion built and designed to house and train mutants. Piotr Rasputin would be in the Danger Room lifting weights. Rogue and Remy LeBeau would be in the Rec Room, keeping their hands off of each other.

And Logan would be in the kitchen, grabbing a soda and wishing it was something stronger. Alas, living at a school meant alcohol was a strict 'no-no.' Sometimes he wondered how Xavier hoped he could possibly be dealing with kids while sober. But he did have to set a good example.

Logan popped a claw and snared an apple on his way out, even as he tossed the can into a recycling bin. He'd missed lunch because of a Danger Room session. And he was about to head back to the living room and grab the newspaper when he was intercepted by the very man he'd been musing about. "Ah, Logan. Do you have a moment?"

"Sure, whatcha' need?" he asked, tossing the apple up, retracting his claws, and neatly catching. He took a bite while Xavier wheeled his way over to him.

"Scott tells me the X-Van is starting to act a little shaky since its last... excursion," he stated, folding his hands before him.

Logan paused in thought. "That the one where we ran into that mud-controlling mutant?"

Xavier smiled at that, recalling the incident. "Yes that's the one. We think some of the joints may be clogged. Do you think you can take a look at it?"

"Don't see why not," replied Logan, finishing off his apple and tossing it into a nearby garbage can as he strolled past. "I'll have it up and running in no time."

"Thank you Logan," said Xavier, who tapped the control of his wheelchair and continued on. That attended to, he hoped to speak with Jean next and see how she was doing with Cerebro. As he did, he heard a dim cry down the hallway.

"Hey Popsicle! You're with me, we're doin' some repair work! Time you learned a little 'bit about engines, if you like 'em so much!"

Charles Xavier allowed himself another smile. Logan was unpolished in his teaching methods but he certainly knew how to motivate people.

* * *

As Xavier rolled past one of the wide windows of the mansion, a shadow flew upwards from the bushes below, and a figure landed on the rooftop, unnoticed, sliding effortlessly between the security cameras and the grid sensors. Security had been tightened in the recent months after a Friends of Humanity attack, but it did not hamper her in the least. She could still do this with her eyes closed.

The only possible glitch could've been Wolverine, but she'd overheard the conversation, and knew he was moving away from her position. With all the chaos of the teenagers inside the mansion, talking really loudly, blaring their rock music, arguing, playing, running around, she'd be completely unnoticed. He doubt she'd even pick up his scent. Then again, it was hard to pick up any scent with all the flavors in the air. Honestly, did teenage girls -bathe- in perfumes?

The smell was making her nauseous, actually, and she grimaced, clutching at her stomach, leaning her head down a moment to catch her breath. She was so tired. She'd been running non-stop since her escape the other night… or was it two nights ago? Time had been a blur inside of that truck across the Canadian/US soil, and about as bad in that passenger bus she'd taken all the way to New York. She hadn't had time to sleep, to eat, she had to keep awake and active in case they came at her again. Swallowing, she grimly set one foot in front of the other, climbing up the side of the roof towards a narrow window at the top. Likely, the attic. As good a place to slip in unnoticed as possible. She didn't want a chance that the X-Men might mistake her for an enemy again and attack her. She needed to get to Professor X alone and speak with him before she...

... before she...

... before she...

... she stumbled then, the window halfways open, and pitched forward, blackening out even before her head impacted with the hardwood floor of the attic...

* * *

Beep. Beep. Beep.

A haze of white obscured her vision as her eyes fluttered open briefly, and it seemed as if X23's head was wrapped in layers of thick gauze. She could only barely hear what was being said, she could smell barely anything. Painkillers, she dimly realized. Strong ones, if they were affecting her metabolism.

"... searched for her, Cerebro couldn't..." a male's voice, youngish.

"... knew she was alive..." a gruff, older voice.

"... she's lost a lot of blood..." another young person, a woman. "No idea how... injury, starvation, exertion... dangerous untreated."

Beep. Beep. Beep.

"... keep her here..." a third male, more distant than the first.

"... she's awake?" the first male.

"Up the dosage..."

X23 vaguely tried to sit up and protest, but her head was too heavy, and so were here eyelids, and they drifted back down and she slipped back into blackness once more. However, the drugs did help in one respect. Her sleep was completely dream free. For the first time in many years she slept deeply and untroubled.

Beep. Beep. Beep.

* * *

She wasn't sure what time it was when she returned to consciousness, but she knew one thing immediately. She was not alone in... wherever she was.

Carefully keeping her breathing slow and controlled and her eyes closed, she drew in a breath and sniffed the air, making the motions simultaneously to have the first mask the second. Definitely someone else's scent, but she couldn't pin it just yet. A male, not much older than she was, smelling faintly of aftershave, but nothing too potent. She heard his foot scrape against the floor, he was somewhere to her left. The smell of antibiotics told her she was in a hospital or ER of some sort, and given her position and the feel of soft covers against her body, she was lying in a bed. There was an IV drip in her arm. Slowly, she tilted her head as innocently as she could and cracked open a single eye to see what she was up against.

She was right. Medical bay, but not a big one, and likely the one Xavier maintained for his students, since it was up-to-date and even beyond-the-date advanced medical sciences, some of which she didn't even recognize. If that wasn't confirmation enough, a lot of the equipment was embossed with the 'X' symbol. This was definitely X-Men territory. There was a young man in some khaki pants and a red polo shirt making some adjustments on the wall at the far end. Brown hair, red sunglasses... she quickly fitted a name to the features.

Scott Nathaniel Summers, aka Cyclops, age 19, Optic Blasts. Dangerous, but only as long as he could open his eyes. He started to turn, and she quickly rolled her head back and closed her eyes. Part of her training was to mimic being asleep for long periods of time if she had to, to fake being unconscious in order to get close to her victims. Fortunately that wouldn't be necessary, since she didn't want to hurt anyone here. But she remained alert and aware as Scott took a moment to get her pulse and check on her condition. Thankfully he didn't notice she was conscious, and she felt him turn back around and go back to his original work.

Scott was busy doing this, updating the medical records, when the doors whoosh open and closed. Thinking it was just Jean coming to check up on him, he didn't bother to turn around right away, but spoke aloud.

"Hey Jean, you're a bit early... did you come here for her records or did you want a few extra minutes alone with your fianc-..." he said, and then stopped as he actually turned around.

X23's bed was empty. The IV tube was on the floor, spilling a clear fluid on the linoleum.

"Oh damnit," he cursed, moving quickly to the intercomm... and then pausing. That might alert her. So instead of pushing the button, her focused his mind and concentrated on his thoughts.

_Professor?_ he thought. _X23's escaped from the infirmary. I didn't even notice her slip out. Maybe... three/four minutes ago_.

_Understood... she's in the elevator. We'll get to her quickly_.

_Thanks_, he thought, and then "closed" the door in his mind to end the conversation and restore his normal thought process. Between living under a telepathic mentor and a telepathic girlfriend, Scott had developed his mind a bit better than most of the students in the Institute, but it still wasn't easy tuning his brain in for such things.

Still, he got the job done. He made his way quickly down the hall towards the stairwell, hoping to reach the upper levels quickly so he could give backup if it was needed.

* * *

X23 ducked down one hallway, and then another, her keen senses alert for danger. She'd purposefully activated the elevator and sent it to the topmost floor to buy her some time, then slipped into a stairwell and climbed her way upwards to the floor she wanted. If she was lucky, she could get Professor X alone and reason with him before she ran into anyone else. Fortunately, she knew the layout of the mansion by heart, having studied it at HYDRA, and having visited it once already. Only if something had changed would she run into trouble.

She stumbled briefly at the doorway, her hand slipping at the handle. The meds had lessened her pain but they also made it hard to focus, and consequently (and more terrifyingly) it was harder to keep her instincts in check. Her part of her was screaming to run. To hide. To fight. But she had to find Professor X and convince him to let her stay, and then she had to find Wolverine and convince him to help her. The X-Men and their resources would be useful in finding out who this assassin was before they could take her out again. And to stay here would provide sanctuary in the meanwhile.

Her vision blurred, she stumbled around a corner...

"Oof! Hey!"

"Hey!"

"Hey!"

X23's eyes snapped open, and then she shook her head, positive she was seeing triple. Her eyes immediately closed again as she tried to focus.

"Hey are you alright? You don't look so good," said three voices speaking unison. The triple assault of vision and sound was throwing her off, and she swayed unsteadily, throwing out a hand to hold herself upright against the wall, though she accidentally missed and knocked a stone bust of William the Conqueror onto the ground. Fortunately, one of the three boys in her vision quickly moved to catch it before it broke. Light brown hair, no older than she was... Multiple. So she wasn't seeing things. He must have activated his power.

"There she is!"

X23's head whipped around, her dark hair snapping from the sudden twist of her neck, and at the far end of the corridor she spotted Professor Xavier and Wolverine. However, this wasn't how she'd wanted to talk to them, and Wolverine's quick stride and aggressive movements quickly put her brain into defensive mode. Before any of them could react, she slid with deadly purpose across the carpet and behind one of the Multiples, grabbing a hold of his body and pressing her fist against the side of his head. The warning was abundantly clear. One false move, she popped her claws, and his brain would leak out his ears.

Wolverine came to a dead halt. His hands raised up slowly to show he was unarmed. A futile gesture, given how he wasn't able to -be- disarmed.

"Hey, kid, whoa... take it easy..." he started to say.

"Shuttup," she said, shaking her head, trying to re-organize her thoughts. She caught sight of Professor Xavier rolling his way up behind Wolverine, his expression one of deep concern. "A-and you, s-stay out of my head! I even think you're messing with my m-mind and I skewer him right where he stands!"

Professor X's concern deepened... then he seemingly relaxed a little, nodding. The other two Multiples moved away towards him and Wolverine, giving X23 and her hostage some breathing room.

"We just want to help, kid... you look like you've been through hell..." said Wolverine, taking one slow, decisive step towards her. When she didn't react, he took it as a good sign. She wouldn't do anything stupid unless they forced her hand.

"I... I... I just need to stay here a bit," she said, finally. "'til I'm organized and get some information. Then I'll go. I don't want trouble."

"We won't give you any," replied Wolverine. "And we'll get you patched up."

"I'm fine," she replied briskly.

He frowned at that. "Now look kid..."

"Stop calling me that! I am not a child!" she replied, suddenly angry with him. Her fist trembled against Multiple's head, and Wolverine came to a halt, realizing this was very thin ice he was treading on. X23 was very, very touchy about her childhood. Or lack thereof.

"Alright," he said, trying a new tactic so as not to agitate her further. "You're wounded. You can lie all you want and say you're fine but I can smell the blood on you from here, which means you've lost a lot of it. We just want to help you recover. We are -not- your enemies," he said.

X23 hesitated, the last line clicking with her. What was she doing. The X-Men weren't her enemies. They weren't predators, they weren't food, they weren't trying to assassinate her. They were trying to help. Her limbs fell limp, and Multiple moved quickly away from her, even as she swayed on her feet. "I... I'm sorry," she mumbled. "You're not my enemies... not..." she pitched forward, the medicine and the loss of blood overwhelming her, but before she drifted unconscious, she felt a pair of strong arms catch her this time, and heard a comforting voice.

"Easy kid, I gotcha."

"Stop… calling… me… that..." she tried to murmur, but she wasn't sure she'd managed to get it all out before the blackness overwhelmed her once again.

* * *

Beep. Beep. Beep.

Once again X23's eyes opened to the sound of beeping technical and medical equipment. This time however, she was more relaxed. She had achieved what she'd come here to do. The X-Men wouldn't accept a weapon easily among them but Wolverine had promised, and she knew enough about him now to know he was a man of his word. She would be fine, for a while.

Without turning her head, she sensed he was in the room, and when her eyes opened, she turned her head to see him. No way she could fake being unconscious to him.

"Feeling better?" he asked, arms folded across his chest as he peered down at her.

"A bit... what happened?" she asked. Her last details were fuzzy.

"You fainted from blood loss, kid."

"I pushed myself too far," she replied sullenly. Then, she glanced back up. "So what happens now?" She noticed the IV drip was back in her arm, and she recognized its contents now. Glucose likely, to help keep her fed while she'd been resting. Her body was already healing back up to full strength and health. She might even be in top form by this morning.

"Right now you just need to worry about getting well," he said, turning to leave. "We can discuss the rest in the morning. It's very late."

"Wait..." she said, holding out a hand. Then, abruptly realizing what she was doing, she lowered it back down to her side. "Nevermind. It's okay, you can go."

"What is it?" he asked, turning back around to face her.

"Wolv... er, Logan..." she stuttered, trying to think of an appropriate way to address him. "I want to apologize for attacking one of your students. I... I was out of control. I couldn't stop myself. I am sorry," she stated firmly.

He shrugged lightly. "It's alright kid, you've been livin' rough... it's no surprise you went a bit nuts. But I ain't the one you should apologize to. But you can tell Jamie in the morning. Besides, he wasn't in any real danger."

She blinked in surprise, sitting up slightly. "He wasn't?" Did he have some other mutant ability she wasn't aware of?

Logan shook his head. "You grabbed the wrong one. Charles figured it out. But we figured it Jamies duplicate vanished you might do another runner, so he asked him to stay put for a while and play along as a hostage."

"Oh..." she said, puzzled. "Then... you're not mad?"

"I was worried pretty bad," he said. "I don't like people attacking my kids, whether or not they can get hurt. But you made a mistake. Go apologize to Jamie in the morning and we'll call it even, okay kid?"

She smiled, then grimaced as one of her injuries acted up. Not fully healed yet. "Alright Logan."

"Get some sleep," he said, and turned to go, letting the glass doors hiss shut behind him. The lights immediately dimmed to a nighttime setting, and X23 lay her head back in the darkness, resting it on the uncommonly soft pillow beneath her, and drifted off into another dreamless sleep.

* * *

Saturday morning came with its usual bustle of activity, as about two dozen teenaged mutants and a dozen more staff came down to the dining hall to get their morning breakfast, but today things were considerably more subdued. Professor Xavier had been hoping to delay things until their new guest had been in better condition, but it seemed Kurt and Jubilee, the resident gossipmongers of the Institute, had been spreading what they'd learned from Jamie last night to virtually everyone in the Mansion. He could literally feel some of the fear and terror radiating off of some of his younger students, who only knew about X23 from her attack on the mansion, nearly two years ago. Most still had no idea what she had gone through.

So he decided to alleviate some of their fears.

"As you know," he began, sitting at the head of the table. "We have a new guest who will be staying with us at the Institute for a short while. I understand some of you are concerned, not only for her well-being but also for your own. I assure you, what happened in the past -is- past, and she is not a threat to anyone here anymore than any other troubled young mutant would be. I could remind many of you when you were younger and you could not control yourselves. But I won't. Instead, I would ask for your help. This young woman comes to us from a tortured past with little left of herself, and not even a name. So we must help her discover who she is, and help her find her place in the world, be it with us or somewhere out there. Alright?"

Various heads nodded and a few of the older students and faculty agreed wholeheartedly to Xavier's proposal. And then, they dug into their breakfast, passing plates of bacon and sausages and scrambled eggs in a typical Saturday morning at the Xavier Institute. Even if Kurt kept 'porting around to snatch someone's leftovers when they weren't looking, Jean was pouring orange juice for Jubilee from across the table telekinetically, and Bobby was keeping his own drink icy cold with his bare hands.

Oh yeah, a typical Saturday morning mutant breakfast.

* * *

X23 could hear them from downstairs as she padded along the corridor, wearing the white garments that had been left for her this morning. Simple, medical garments, but they were a welcome change from the constant feel of leather and kelvar against her skin. Comfortable. Everything about the mansion seemed to be comfortable to her. The feel of clothes, the softness of the bed. Even the scents were beginning to become less strong and more soothing. She could identify more than a few who had been through to check on her during the night. Logan's and Scott's were strongest, and also another. Rogues, it seemed.

Stretching out her limbs and testing her body, X23 gave a small smile, pleased at the feel of strength she found restored in her. A few parts of her body were still tender, she found, mostly around her back and sides where the blast had hit her, but likely in another day she would not even feel that, and she would be fully healed and in tip top form.

Still barefoot, the girl without a name climbed into the elevator and rode it to the ground floor, emerging shortly after breakfast proper had ended and most of the Xavier students had dispersed throughout the mansion. She saw none of them, not even Jamie (she would have to find him later) as she made her way to the dining room to find Xavier and Logan. Now that she was healed, she owed them an explanation, but she was grateful to be meeting them in this particular area.

Her stomach was growling. And she didn't need a sensitive nose to be enticed by the fresh scent of bacon and eggs.

"Oh... good morning," came a soft voice to her right. X23's head instinctively turned and tensed, startled that she'd missed someone getting so close to her. Maybe she wasn't quite in top form yet after all. However, she relaxed a little as she saw the tall, white-haired woman who stood beside the table, gathering up plates. Ororo Munroe, aka Storm, age unknown, Weather Manipulation.

"I fear you missed breakfast," said Ororo gently, having been prepared for X23's arrival beforehand by Xavier and Logan. "All we seem to have are leftovers. You're more than welcome to help yourself, however. I'll get you something to drink."

The dark haired girl nodded, her nose guiding her to find the leftovers which made for a more than adequate meal, which she scarfed down almost as quickly as Nightcrawler would've. Living rough meant you had to take what you could get and store it up as much as possible, because you never knew when your next meal would be coming. She was midway through some bacon when the Professor and Logan joined them. By then, Ororo had cleared away the plates and placed a glass of orange juice beside X23 (who accepted it with a grateful smile and nod) and was leaning against the door frame, watching quietly, saying nothing.

"Good morning," Xavier greeted politely. "How are you feeling?"

"Better, thanks," replied X23 around mouthfuls of food. Xavier quirked an eyebrow but said nothing. Clearly, table manners had not been included in the HYDRA training she had received.

Then again, he mused with a glance at Logan, maybe it was genetic.

"Will you be staying with us long?" asked Ororo, hoping to cover the girl's social gaff.

"I... I don't know..." X23 said after a moment's thought. She'd prepared her tale, her request for aid from the X-Men long enough to find out who the assassins were after her. But during the night thoughts of such things had all but vanished from her mind. And she felt so relaxed here. So safe. It felt right, somehow, to sleep in a comfortable bed and eat bacon and eggs for breakfast. Her tough girl aura vanished as her hands began to tremble. "I..."

"Easy kid, relax," said Logan, coming over and placing a comforting hand on her shoulder. She flinched, no one usually touched her unless they were intent to cause her harm... except Dr. Risman... but she felt comforted somehow, that someone cared about her. She swallowed, gathering herself up, and looked up at Logan, meeting his gaze.

"I don't know how long I'm staying but... I'd like to stay... please."

Logan, not the most expressive or articulate individuals in the world, simply nodded. But his eyes carried the message his mouth would not. _Stay here as long as you want. I'll take care of you_.

Allowing the estranged family a moment, Xavier gently cleared his throat, and both sets of his eyes came to him. "We understand this has all been very difficult for you," said Professor Xavier quietly, his fingers steepled. "But this Institute was founded to help those like yourself. You are more than welcome to stay here and receive our help, if that is what you desire."

The girl without a name sniffled, wiping away the tears that threatened to spill from her green eyes as she watched Professor Xavier. He offered a smile, and stretched out a hand towards her. Offering. In that exact moment, X23 made a decision. Not only to use the X-Men's resources to keep safe and find out more about her enemies, but also to try and live a normal life. HYDRA had robbed her of that, but she was determined now it was what she wanted. More than anything. She wanted to go to school. She wanted a family. She'd take the risk that she'd get hurt.

She knew it wouldn't be easy by any stretch of the imagination, but she was determined. And like her genetic donor, she was very stubborn when she set her eyes on something.

X23 stood slowly, hesitating just a moment, and then strode across the dining room and took Xavier's hand in a firm but warm handshake. Something close to a smile touched her face, as a previously alien feeling sprouted in her body. Acceptance. And she found she liked the feeling.

"The first matter, I fear... will be deciding on a name," said Professor Xavier, with a warm smile of his own stretched across his features.

* * *

**Author's Notes:  
**Twelve Months, give or take, has passed since Apocalypse was defeated in the series finale. Naturally, some things have changed a bit, including some new staff at the Xavier Institute.


	3. III

"_The Target has arrived. X23 is in play_."  
**- Gauntlet**

"Sarah," said Logan, cutting through the tense silence.

He, the young girl known as X23, and Professor Xavier had retired to his study after breakfast was finished to discuss X23's formal transfer to the Institute as both resident and student. Professor Xavier, recognizing a lot of mutant teenagers and children were abandoned or on the run much of their lives, had taken some measures to ensure that, even with a bare minimum of information, he could arrange documents for such a runaway or outcast to become a part of the Institute. However, he usually had at least a name to start with, and so they'd had to start from scratch.

Yuriko, Andrea, Elizabeth, Amiko, Laura, even Deborah (Logan had said no to that practically before the last syllable left X23's mouth) and more had come forward, but none of them had seemed to satisfy Logan or the dark-haired girl. However, to continue calling her X23, by a weapon designation, was beyond degrading, as far as the Professor was concerned. It was simply wrong. Had his old friend Eric been here, he would have pointed this out as proof of humanities hatred and prejudice towards mutantkind.

And for once, he might have agreed.

The name came out of left field, Logan had been mostly silent during the selection process, only offering his opinion of names that were unfitting. But this had been his first suggestion.

"I like it," she replied after a moments thought. "Sarah..." she repeated softly, testing it.

Relieved, the Professor scribbled down the name onto her identification papers. Between himself, Warren, and Hank, they'd be able to create a full profile and even a biography that would stand up to all but the most rigorous of investigations. Some were trickier than others, Logans was full of holes of course, thanks to amnesia, and Rogues had been very hard to put together. Rogue she may have been to everyone else, but her private profile listed her true name: Marie Darkholme. Only she and the Professor knew about it. And perhaps her mother. And that was the way she preferred it.

"We shall need a last name," he said after a moment.

"Howlett," Logan said. "Name I picked up a while back when I was digging around my past... not really sure if its mine, but you're more than welcome to it, kid," he explained after a moment.

"Stop calling me that," she said, frowning up at him. Then, her face lit up a little as she added "I do have a name now... isn't that the point of having it?"

Logan actually smiled at that, and it was a rare thing to see. "Sure thing, Sarah," he replied.

_Sarah Howlett_, Xavier scribed down, his pen flying across the paper with practiced grace (he knew how to type, as did most in this day and age, but there was something to be said for the simplicity of ink and parchment). _Newly arrived student at the Xavier Institute_. He skipped such things as bloodtype and allergies, suspecting she had none, but he'd have a proper doctor like Hank look her over another time. _One parent_, he decided, filling out the father's side with Logan's vital information, as well as the school's number. It was as close to a permanent residence as Logan ever kept.

"I believe that should be all for now," he said, deciding to keep them no longer as he grabbed up the papers and shuffled them into place. "Everything should be in order shortly, though we'll need to run some medical tests and get an idea about your education before we sent you to Bayville High... but that can wait until this weekend, I think. Logan can show you to your new room."

Sarah nodded, slipping gracefully to her feet as she made her way to the door, followed by Logan, who spared Xavier a glance on the way out. His expression made it abundantly clear, even without reading his surface thoughts, that he hadn't the faintest idea of what he was doing. Once alone, Charles Xavier allowed himself a small little chuckle. Wolverine would charge headlong into an armored tank or dive into a pool of piranha but he was so rarely able to properly handle children. Especially teenagers. And now he was the semi-official parent of a teenaged girl who could slice through iron like butter, and had a temper to rival Wolverine's own.

"May God have mercy on your soul," he intoned quietly, though he imagined Logan could hear him, even through the closed wooden door. Wheeling his chair over to his files, he withdrew some more papers, and continued to work on Sarah's paperwork. Citizenship papers, legal guardianship, medical records, and perhaps most importantly...

... school applications.

* * *

The room Sarah was brought to was simple enough. Four walls, window, bed and dresser, and a small desk with a chair. No second bed, so she wouldn't have a roommate. Since the Mansions reconstruction the Professor had felt it best to put new students in these for the beginning, in case their mutant powers were dangerous or difficult to control, and then move them in with roommates if space was required and they had a better control of themselves. Everything was clean and well kept, but it thankfully lacked the sterile look of a laboratory. Ororo, who oversaw most of the day-to-day operations of the Institute, made sure she (and whomever she drafted into help) was able to keep the Institute looking like a home, not just a school.

Sarah breathed a sigh of relief as she stepped in, admiring the big, soft looking bed that Logan said was now hers.

"Foods downstairs of course, three meals a day. You're allowed to bring stuff up here if you're studying but have to clean up after yourself so we don't have vermin show up," stated Logan as he leaned against the door frame, letting Sarah explore. When she reached the closet and opened it up, he grimaced a little. She was still wearing the hospital shirt and pants that came from downstairs. "We'll have to take you out and get some clothes letter. 'Ro can help you with that. Sure we can find some personal stuff to fancy up your room like the other girls in this hall do too."

"Fancy up?" she asked, turning her head back to Logan, her eyes filled with curiosity. This was already fancier than anything she'd ever been given in her life. And more importantly, it was all hers. She kept waiting for the other foot to drop.

Logan grimaced. "Mostly stickin' up pictures of boy bands on their walls," he replied sourly. He never did understand Kitty and Jean's obsession with those silly groups. The noise alone was enough to make his ears ring.

"I see..." she said after a moment, thoughtfully. Clothing, however, seemed more of an issue than posters and flowers. "Clothes would be nice... I will have to replace my uniform as well," she mused aloud.

"I meant to ask about that," replied Logan, crossing the floor and grabbing up the chair at her desk, spinning it around so he could face her, leaning his arms on the backrest. "When you got here, you were in bad shape... but it wasn't just from hunger, was it? You were hurt bad."

She hesitated.

"We're not going to kick you out of here if you're in trouble, ki-... Sarah," he amended. "But we gotta have the whole story, or we can't help you. Now what happened? That uniform you were wearing looked like it had gone through a blender, then been lit on fire for good measure."

She paused a moment, ordering her thoughts. "When I destroyed HYDRA," she said. "I took off as quick as I was able, so SHIELD would think me dead. No body, no evidence. Nothing. I wanted to... to just disappear for a while. Be free. Completely on my own."

Logan nodded thoughtfully. He'd certainly felt that tug more than once in his life.

"So I ran for a time. Changed countries, changed identities, moved from place to place. Then I slipped into the wilderness up north, in Canada. I was free... and I was safe. And so were you," she added meaningfully.

"Safe?"

"Safe from me."

He frowned at that, but didn't speak, and she took that as a cue to continue her story. She slid onto the edge of her new bed and continued on.

"I... I was alright for a while. I was surviving... even if I was all alone... but then, last week... or was it two days... I can't remember," she said, shaking her head to clear it. "A short while ago, I was attacked. Someone professional, someone very keen to blow me into tiny little pieces. They were using the sort of weaponry you save for tanks in the military."

Logan quirked an eyebrow at that. "Just one?"

She paused, frowning. "I'm not sure. I only saw one, but there could've been more. I don't think so though."

"What'd you see?"

"Only a glimpse. A trenchcoat and some body armor, I think, but the face was shrouded under a hood. Someone big though. About your size. I'd..." she said, then hesitated again. Not out of fear of telling Logan, but out of concern that, by speaking aloud a terrible thought that had just come to her, it would make it real.

"I'd almost swear it was HYDRA's work. But they're all gone," she added without much conviction.

Logan seemed to agree. "People like that don't die so easily. And even if they were all gone, someone else might be trying to pick up where they left off. But in the meantime, you'll be safe here."

"Will you tell the Professor?"

"I have to... but no one else needs to know right now, Sarah," standing and preparing to depart. Then, seeing she was shivering a little, he added "Don't worry. We'll find out who did this and deal with them. We always do."

"You mean it?"

"I ain't in the habit of spoutin' lies, ki- Sarah."

Logan turned to leave, but he stopped when he felt her arms wrap around his waist and her face press against his back in a tight hug. "Thank you," she whispered, utterly grateful. Awkwardly, he twisted around and hugged her back, patting her head softly.

"You get settled. I'll drop by in an hour, and we'll get everything taken care of."

Sarah dropped onto the soft mattress of the bed, testing it, feeling its softness against her skin. It felt soft as a cloud, or so she imagined. And without a doubt it was infinitely preferable to lying on cold steel or rock. She was in paradise. But she'd lived long enough to know nothing came without a price, and she was still tense. She'd lived too long without trust. It was hard for her to learn to trust anyone, even Logan.

But she was trying.

A movement flickered outside of the window, and X23's arm shot up, claws extended...

... only to frighten away the small bird that had perched on the windowsill. It took flight immediately and vanished...

... Sarah sheepishly, guiltily, lowered her arm, but did not immediately retract her claws. She stared at them inside, seeing her gaze reflected in the adamantium blades. No matter how well she fit in here, they would always be a part of her. She would always be who she was.

And the thought frightened her.

Adamantium blades slid back between her knuckles, the skin healing over almost instantly. But the sharp, deadly metal continued to lurk beneath the seemingly innocent surface. Like piranhas in a placid pond.

* * *

For once, however, her trust was not misplaced. True to his word, Logan returned well ahead of schedule, along with Professor Xavier and Dr. Henry McCoy, aka the Beast, who knuckled alongside the Professors chair. Most of Sarah's paperwork was now completed, they just needed some medical information and a few tests to determine where, exactly, to put her into the Bayville curriculum. Which meant she had a very busy afternoon ahead of her.

Hank, as he preferred to be called, gently took her shoulder and guided her towards the elevator, back down to the labs in the basement. There was equipment there he'd need for the medical tests. However, seeing Logan turn to go, Sarah stopped.

"You're not coming?" she asked, suddenly fearful.

Logan shook his head. "Got Danger Room session in an hour I need to prep for. Don't worry ki- Sarah... I'll be nearby if you need anything."

Realizing she was acting a touch irrational, and maybe even a bit childish, Sarah drew herself up and nodded politely, then turned to follow Hank. She didn't come here to be babied, after all, she was practically a grown woman. Just... the thought of being subjected to tests again... scared her. Terrified her, in fact.

Hank McCoy, however, seemed to sense this, and he was very careful to keep her away from some of the more sterile laboratories, transferring some of his equipment to the sickbay the students used to allow his patient of the day a chance to relax a little. His bedside manner, legendary at the Institute, helped a great deal. Even though Sarah could not understand a great deal of his jokes and remarks, the fact that he was talking -to- her, instead of -about- her, was a step up from the majority of scientists and doctors who had worked on or with her during her time with HYDRA.

The worst that happened was the drawing of a few blood samples, which helped Hank determine her bloodtype, not that he suspected she would need a transfusion anytime in the near future, thanks to her mutation. She turned out to be a D+ Mutation. Same as her genetic donor. Curious to learn a bit more, he was about to save a sample of the blood for some more research, then hesitated. Wolverine and X23 alike would both likely object to such a thing. So he placed it into storage with the rest of the Institutes blood samples and froze it. His scientific curiousity would have to wait.

"I believe that should be everything," said Hank, slipping off his glasses and massaging his temples. "How are you feeling?"

"Better," she replied hesitantly, sliding off the table. "Uhm... what do I do now?"

He smiled comfortingly at her, which was saying something considering he showed more than a few fangs in the process. "Well my dear, I think I'm going to have to finish some of these tests myself. But you're more than welcome to head upstairs and grab some lunch. You must be famished by now. We can begin your educational aplitude tests afterwards."

"So soon?" she asked, her head tilting to the side curiously.

He shrugged idly, turning his massive body about to delicately reach down and adjust one of his instruments. "Well I suppose we can delay the tests a bit if you want to explore a li-..."

"I mean lunch," she clarified, genuinely surprised. She was lucky to get two meals within eight hours of one another. Hank's back was to Sarah, so she didn't notice his face twist into a grimace at her innocent question. A question brought about by an upbringing he wouldn't wish on his worst enemy.

"Yeah," he managed to reply with a steady voice, keeping his back to her. "Breakfast, lunch, dinner... three meals a day, every day. You're a growing girl, after all."

* * *

Even without Storm's gentle promptings, today was a beautiful day. Hardly a cloud in the sky, lots of sunshine, and only the faintest of breezes to keep things cool. Thus, it came to no surprise that the majority of the students were eating their lunches outside today. Sarah, now armed with a bag of chips and a bottle of water, stood by the patio and watched the other students and faculty as they sat and talked and ate. She was still hesitant to join them, however. It felt too soon. And she knew very well that, underlying the calm and heartfelt conversations they shared, many of them were giving off whiffs of fear. They still remembered her attack on the mansion.

So she made her way to the gazebo, on the edge of the Xavier estate, and sat down to enjoy her meal in solitude. But it was still fairly nice, all things considered. As she watched, a great breeze flew past, and leaves came tumbling downwards in a shower of crimson, gold, and orange. Autumn had crept up early on the Institute this year, though the leaves had largely refused to flee their homes up in the tree branches just yet. Soon enough, it would change. Winter tended to come quickly in the northern states.

"Hey... is zis spot taken?" came a friendly voice to her left, and Sarah glanced back, tensing instinctively. To her relief and surprise, it was Kurt, hanging upside down by his toes from the ceiling of the gazebo.

"Taken?" she asked, more puzzled by his phrase than by his unusual method of perching himself.

"Taken. Is someone sitting here?" he clarified, indicating the other side of the gazebo, across from the dark-haired girl. Sarah shook her head slowly, watching as the blue-furred boy slipped down into a relaxed, seated position, tail swishing by his legs, and proceeded to dig into his lunch with gusto. She blinked as he practically devoured a whole sandwhich in one bite. "Danke... hope I'm not intruding," he said, after he finished his first mouthful.

"Not at all," she replied quietly, not really looking at him. "I'm, uh... sorry..." Sarah added, softly.

"For vhat?" he asked.

"... attacking you," she finished lamely, not daring to meet his golden gaze with her jade green eyes. "I... I'm sorry it's... it was wrong of me," she started to babble, completely unaware of what she was saying until a comforting, three-fingered hand was laid on her shoulder, and she glanced up. Kurt gazed down at her with an expression full of understanding.

"It's okay... I understand. But thank you for your apology," he said, sitting down next to her. "It means a lot to me... to all of us," he amended, deciding to include his teammates in the forgiveness.

"But I hurt you..." Sarah replied softly, her gaze dropping back down again.

"Nothing vorse than an uncomfortable nap... and a verdamnit headache in the morning," he remarked, rubbing one of his fingers against his forehead. "Look, just don't do it again, and ve'll call it even, alright?"

Hesitantly, she nodded, finally looking up at him.

"Here, even better," he said, offering her a hand. "We'll start over. Kurt Vagner," he said.

Mildly confused, she hesitantly offered her own hand, taking only a moment to recall the name she'd chosen to be her own. "Sarah. Sarah Howlett."

"Good to meet you, Sarah," he replied. Then, with a gentle tug that caught her off guard, he hauled her to her feet as he hopped to his own, and began to gently drag her towards the Institute. Their lunch, already largely finished, waited behind in the gazebo.

"Hey...!" she started to protest.

"Come on, lunch is over, and there's plenty of time left for some fun. Let's join Sam and Rahne for some mutant Frisbee."

"Frisbee?" she asked, allowing herself to be guided along, curiosity overpowering her caution.

Kurt quirked a indigo eyebrow. Makes sense, he thought to himself. Sarah wouldn't know about such things. Not when her daily life was being trained to take people out. He felt profound pity for the dark-haired girl sitting next to him, but it evaporated as she smiled up at him. Apparently such a hard life hadn't been able to completely crack the innocent little girl beneath her tough-as-adamantium exterior.

* * *

Far across the street from the Xavier Institute, under the shadow of a billboard advertising Power-8 energy drink (now with twice the vital nutrients the body needs!) a figure lurked, peering into the lenses of a high powered pair of binoculars. No night vision was required this time, but they did help with the distance issue. Through them, they could see agent X23 and the blue-furred little freak making their way across the grounds to join in a sporting match with another blonde boy and auburn-haired girl.

The agent didn't care what they were doing, only that his objective was well beyond the reach of his organization... for the moment. The Xavier Institute was a virtually fortress, especially during the day when all of its very powerful occupants were awake and active. Add to the fact that the Weapon X subject was present, it made things very difficult indeed.

"Having troubles?" asked another voice, low and cool, in his ear. A females voice. The first agent growled, taking a quick swipe behind his shoulders, but by then his colleague had moved out of range. Glancing back in annoyance, he could barely see her. Like himself, she was keeping to the shadows. Neither of them were anything more than silhouettes, eclipsed by the shadows of the bill board and the overcast sky above.

"X23 is surrounded by too many hostiles. There's no way we can extract her now," he finally replied.

"That -is- annoying, isn't it," she murmured, examining her nails. "What do we tell them?"

"What we know," he replied. "That at the moment, our directions are conflicting. We either need new ones or we need to know which is a priority."

Orders were to obtain X23 by any means necessary. But they had the stipulation of not involving the public. No witnesses. And thus the two agents were unable to comply, and they had to return back to their commanders and report a failure. They'd be beaten for their failure, but wouldn't be outright killed. They were much too valuable and useful for a fate like that. And pain was nothing new to their existence. Pain was a daily reminder, instead, of their mission.

Moving swiftly, their shadows broke away from the billboards and they slipped effortlessly over rooftops and down into an alleyway. The male grabbed up a sewer cover, picking it up as easily as if it was a frisbee in his hand. His lithe teammate slipped down past him, and then he vanished as well, drawing it back up over top as soon as they'd both vanished into the sewers.

No one saw a thing. No one heard a thing.

* * *

Hank McCoy was many things. An X-Man, a scientist, a researcher, a doctor, hell he'd even had a brief stint on the football field during his college years. But at his core, he thought of himself first and foremost as a teacher. And one thing a teacher enjoyed most was an attentive student.

And it seems he'd managed to snare another one under his wing in the form of Sarah Howlett. She'd finished her evaluation exam with time to spare, and some very precise, detailed answers. Still, as a teacher, it was his duty to point out her flaws so she could work to correct them, which he did so now as he lowered her paper and slipped off his reading glasses.

"Very good," he said. "Your handwriting needs a bit of work but I suspect that's because you're out of practice, and your answers, while thorough, do seem to be lacking a bit of... imagination. Otherwise excellent work. You should be able to begin freshman year at Bayville by Monday."

"Thank you," she replied, standing from her makeshift desk in the Institute labs, wide smile on her face. Between Frisbee and such high praise, as well as good food in her belly, this was rapidly becoming one of the best days of her life.

"We'll arrange for one of the Institute students to accompany you for your first semester of classes... to help you get accustomed to life at school," he stated, turning to a nearby computer and typing in the relevant information.

She blinked in confusion at that. "Is school dangerous?"

"Not really..." he replied, though he smiled with his back to her, thinking of how much teenagers stressed over school life... grades, tests, relationships, status... and idly wondered how Sarah would take to it all. "But you are admittedly a bit out of your element, and a friend nearby to guide you may make things progress more smoothly."

"Alright... so what do I do now?" she asked. "How can I prepare for school?"

Hank glanced back at her, quirking an eyebrow as he realized she was -still- in the medical garb she'd been issued when she first arrived. Not exactly fashionable. Neither was black leather and Kevlar, even if her uniform could be repaired. Sarah was going to need more than just a backpack and some notebooks. She was going to need clothes... but as the thought crossed his mind, the man known by some as Beast realized he was hardly qualified to take her to the Mall and help her try on some. Someone else would have to have that questionable joy. And Wolverine would likely introduce him to the business end of his claws if he made the suggestion.

Then a proper idea came to mind.

"Why don't you go talk to Ororo or Jean about some proper garments?" he suggested. "Not many students attend Bayville High dressed in medical hand-me-downs."

She tugged idly at her hospital garb, frowning. She hadn't noticed it at the time, but it -did- look odd to her now, thinking back, how the other kids were dressed, how the other adults were dressed. "I'll do that," she decided aloud, thanking him once more and spinning on her heel, heading out of the medical bay. With luck she'd be able to catch one of the Institute women for some fashion advice and a trip to the mall.

If she was unlucky, Hank mused, Kitty or Jubilee might get a hold of her first.

"A rose by any other name would smell as sweet, and a thorn by any other title is just as sharp," he mused aloud.

* * *

It wasn't long before one thing led to another, and things quickly escalated out of control. At the Xavier Mansion, this was a typical result for even the most mundane of activities. So it was X23, after a quick talk with Ororo, in only a short while found herself being whisked off to Jean's new SUV with Kitty, Jubilee, and Tabitha of all people. Their destination: the center of activity for Bayvilles teenaged population. None other than the mall, of course.

Riding shotgun (the term had startled her, until they had explained its meaning) in the front (as the guest of honor, apparently) and wearing one of Kitty's outfits temporarily for the trip (a shade of pink that simply did nothing for her, despite the girls protests) Sarah found herself wondering just what she managed to get herself into.

The SUV cruised down the streets, as Sarah leaned against the darkened window and watched the world pass by on their way to the mall.

* * *

**Author's Notes:  
**Most of the above name choices come from ironic sources. Two of Logan's former wives/girlfriends (and now bitter enemies), his mother's name, Silver Spider's idea (also rather nice) and her comic incarnations name (which was okay but I prefer Sarah myself).


	4. IV

"_Trust me, this is cause for concern_."  
**- Deborah Risman**

The mutant girl known once as X23 was simply amazed at how... big... the mall was.

She'd never been inside of one in her life. Hydra had trained her to interact and remain unobserved by humans in public places, like a park, but never in such a big place. Too many people, too many distractions. They hadn't risked it. Thus, Sarah was in awe of how big everything was. And so many people. It was a Friday afternoon, and the mall was packed. She flinched unexpectedly at every sudden sound, and turned her head this way and that at every startling display of color and motion. Starbucks, Hot Topic, Gap, Borders, Suncoast. So many sounds, so many sights and... she grimaced as she realized, so many scents. A rather unpleasant mixture of natural body odors and a large number of artificial fragrances. Like the sort she'd sensed around some of the Institute girls. Particularly Kitty, it seemed. The girl practically bathed in artificial fragrances, or so it seemed to Sarah, and she hadn't the faintest idea why. To mask ones scent was understandable... to cover them with something else far stronger seemed to serve no purpose.

Still, none of the other girls seemed concerned as they made their way to and fro among total strangers towards their destination, which happened to be a large name clothing store. Sarah reluctantly kept up with them, her senses nearly overloaded by the stimuli of the mall environment.

* * *

"Here's a good one!"

"Oh please that color is so last week... try this one on!"

"You wouldn't know fashion if it bit you in the-...!"

"Here's some good colors..."

"This is good... but we'll have to do something about your hair."

"Put her in a ponytail and she'll go Wolverine all over the place."

"Wow, that designs beautiful."

"This so totally your color, girl."

"Maybe we could cut it down a bit instead."

"Hey what about this?"

"Doesn't that come in anything darker?"

"Size four? Nah, five at least... or is it medium?"

Shirts, naturally, came first, and Sarah found her arms quickly filled up by a small pile of them that her female companions insisted she try on. Then, seeing she was almost about to strip off right then and there, insisted she try on -in- a changing room. Modesty was a concept only vaguely familiar to her, after all, when she'd been poked and prodded most of her life, and monitored near constantly. But she did as instructed, to their vast relief.

And, she found, to hers.

Pants came next, then shoes. Undergarments followed closely thereafter, then accessories. Every girl needed accessories, they told her. So she tried them on. Found ones that fit. Found materials she liked. Patterns and colors were more difficult. Tabby and Jubilee were adamant that the brighter colors were better for her, while Jean was steering her more towards the neutral, relaxed colors. Sarah herself preferred just black... it was the most practical. But she allowed her newfound family to guide her through this, and put her trust in their judgment... to an extent.

In the end, she emerged from the changing rooms in a red vinyl, sleeveless shirt that was tight around her shoulders and neck and laced up in the back, allowing her arms maximum mobility. A pair of black leather (fake leather, it seemed) pants clung to her shapely legs, a new watch dangled from her wrist, and a pair of simple beach sandals wrapped around her surprisingly delicate feet. The last had been her own decision. Any shoe-wear she wore would be destroyed if she had to deploy her foot claws. Her outfit was comfortable, fashionable, and practical.

And she looked like a typical teenaged girl.

Looks, however, could be deceiving.

* * *

Their real mission done, no trip to the mall was incomplete without a little window browsing, or so Sarah was informed by her guides. Thus, they spent a whole other hour examining other garments themselves, or even some jewelry at a nearby counter. Tabby even persuaded Jean and Kitty to chip in and help her buy some gorgeous pearl earrings she'd had her baby blues on for the last week or so. Ororo had taken it upon herself to pay for all of Sarah's things, and explained a little about her allowance now that she was a resident of the Xavier Institute. Not that she would have much need of it, with food and board provided free of charge.

Sarah stood beside the weather witch, starting to grow restless, bags shifting under her arms. In addition to several pairs of her primary garments in the bags, she'd also picked up a thick wool jacket and boots for the coming winter, and a one-piece bathing suit in case she wanted to go swimming in the Olympic-sized pool Xavier had in his own backyard.

"Thanks guys... pay you back, honest..." Tabby purred, holding up her new pearl earrings as she admired herself in the mirror, preening. She barely paid any attention to the others. Nor did any of them honestly expect Tabby to pay them back, most of her money went to repairs around the Institute for when one of her little pranks got out of control. But with that line of logic, it was always better to be on Tabby's good side. Otherwise you were liable to end up as one of the victims of her little pranks.

As they were leaving the store, something odd caught Sarah's eye, and she tilted her head to get a better view. Surprisingly, she spotted a shadowy figure high up near the glass ceiling of the mall, high above them all. And she might've been wrong, but she could've sworn the figure was blue beneath their dark clothes. It almost looked like...

"Nightcrawler?" she asked aloud.

"Mmm? Did you say something?" asked Kitty, by her side.

Sarah glanced over at her, then back up... but whoever it was seemed to be gone. The momentary distraction had been enough for whomever it was to slip completely out of her view, and even her keen eyes couldn't see a trace of them anywhere on the ceiling or walls now. Or if they'd fallen into the crowd, she might never have spotted them. If it -had- been Kurt, he must've teleported out.

_Odd_, she thought. _I wonder why he came along. And why he didn't come with the rest of us. Maybe it's a guy thing_, she decided. Unless it had been her imagination to begin with.

* * *

The SUV paid a second stop to a smaller store on the way back, a pharmaceutical and retail store, where Sarah also found herself acquiring a backpack and some writing materials for her first day at school. But it was only a short stop-over on the way back to the Institute.

Back to home.

Sarah felt an odd feeling in her throat and her stomach on the way through the gates, idly wondering if she was coming down with something. Even if it felt sort of nice.

Home.

The first she'd ever truly had, barring that cave in the Canadian wilderness. Sure, it had been the first place she'd ever lived that had been hers. But it had been... a shelter, a sanctuary maybe. Not a home. Here, she had a home.

A home and, she realized as Kitty and Tabby began recruiting a small army of brown-haired boys to get their shopping and carry it up to their rooms, a family. A very strange family, admittedly, but given she was a genetically modified clone with adamantium claws and regeneration, she was hardly one to talk.

Jamie was quite eager to be of help, and picked up Sarah's things along with the other girls stuff, helping guide her back to her room as well on the way, which was useful because she had come dangerously close to forgetting where it was in the twists and turns that were Xaviers Mansion. It also gave her a chance to apologize to the younger mutant boy, though he took it with remarkable grace.

"It's okay," he said, as he lightly bumped his shoulder up against the wall outside of her room. Instantly another Multiple appeared, who was handy enough to open the door, since the original had his arms full. His job completed, he popped out of existence, letting the original continue. "I wasn't in any real danger, once I thought about it. And you wouldn't really hurt me," he said with a smile.

She was about to object, because her threat had been utterly serious, but he'd turned away to drop her bags, and for some reason, the protest died on her lips. "I... I suppose not," she said, though privately she wondered. "But thank you again, Jamie. For everything."

"Anytime," he replied.

Sarah stood dumbfounded as he slipped out of the room, and sank down onto the edge of her bed as she gave new thought to her situation. But, being a creature of action more than introspection, she quickly shook it off and turned her attention to more immediate concerns:

Like dinner.

* * *

Sarah didn't exactly know what to do after dinner.

She'd cleaned her plate and utensils and returned them to Ororo, who thanked her politely, and shooed off her when she'd tried to help with the rest of the silverware, telling her to 'go have fun.' Logan was busy elsewhere in the mansion.

What was there to do for fun around here? she wondered to herself. She was still struggling with the concept of fun in general, let alone how to go about it. Some of the students had been talking, and it was only natural she'd overhear, but it was so much information to process. Gently, Sarah tilted her head back, sniffing the air. Her razor-keen senses detected a rather large grouping of fresh scents, down the left hallway. Presumably, most of them had gone there after dinner, and she could still detect faints scents of the evening's meal around the air. So she made her way down that particular passage, pausing at the room they were in. She could clearly hear them, but puzzling out their speech was much harder as she slowly turned the knob and peered inside.

To her surprise, the room was filled with activity. In one corner two of the younger students, Jamie and Rahne, were playing some sort of electronic game, hooked up to a small screen television. As Sarah watched, two brightly costumed characters on the screen fought one another. In the middle of the room, a pool table was to be found, and encircled around it hovered Ray, Bobby, Tabitha and Amara, all holding long wooden staves. To Sarah's surprise, they weren't using them on each other, just using the fine tips to prod small colored balls along the table. At the far end of the room she could just make out Jubilee and Roberto throwing darts at a circular board against the wall. And along the wall nearest the entrance, Scott, Remy, Piotr and Kurt sat at a table holding playing cards, each with a small pile of multicolored chips in front of them (though predominantly in front of the Cajun). A number of drinks littered any sort of counter that could be found, and a soft, steady music filled the air, emanating from a nearby stereo near the green table.

Sarah had stumbled upon the rec room.

* * *

"I dunno what to make of it, Charles," said Logan quietly. "Whoever it was meant business. Sarah looked like she'd been through a meat-grinder, and that's after having ample time to heal. If I had to venture a guess, I'd say the kid was right. Hydra's work."

"Then it seems Hydra has given up on the idea recapturing X23... and now seem more intent to... destroy her... instead," replied Professor Xavier after a moment, his face twisted unpleasantly at the idea.

Logan nodded grimly. "And Hydra only discards what it no longer has use for..."

"Which means in all likelihood they have found something better to replace her... a better assassin," replied Professor Xavier, his frown deepening. "The one who attacked her? Perhaps it is that tracker you mentioned... Omega Red?"

Logan shook his head. "Nah, Red is still locked up tight with SHIELD. Fury confirmed it. But just to be safe I'm going to go pay him a visit in the morning. Besides, I've got some questions of my own for octopus-boy that're long in coming."

"I see," replied Xavier, tapping his wheelchairs controls and heading over to the door. Though the Institutes doors were designed to open remotely if he was on his own, Logan pushed the door open himself with his foot to help him, which was a considerate gesture on his part. "Do you expect to be gone long?"

"No... watch after her for me?"

"Of course, she'll be in the best of care," he replied as he wheeled out of the room. With his back to Logan, he allowed himself a small smile. "Besides, she is as safe as can be here at the Institute. What could possibly go wrong?"

"Famous last words, Chuck."

* * *

Sarah stood there for a long while, just watching, eyes and head moving to follow one activity after another. By the time she thought she'd figured on out, she was drawn to another.

"Hey Sarah! Come join the fun!" said Tabitha, who'd finally noticed the dark-haired girl standing by the doorway. She'd missed her shot, the seven ball had neatly escaped the blonde with her attention diverted. But, she wasn't really playing to win. She and her girl Amara had decided to lose on purpose the first couple of games to inflate the guy's egos. Ray and Bobby had obliged in typical male response, posturing and slapping one another on the back, believing themselves invincible.

It would make winning the next few games that much sweeter.

Sarah nodded, making her way over towards Tabitha. However, at that moment Jaime, who was losing a rather difficult round of the combat game he was playing with Rahne, jerked on his controller to get more length of his wire and thus gain better control over his character (currently at half life and dropping). The wire however, was wrapped around the leg of Remy's chair. About to show his cards (a royal flush, which trumped anything the others had), he instead found himself spinning backwards, crashing back against Jubilee's legs. She, in turn, seconds away from making the final throw and win the dart game against Roberto, flailed her arms wildly and the dart slipped from her hands, flying towards...

X23 acted instinctively, her fist slashing up even before her claws fully emerged, slicing the dart in half inches away from her head. Both halves hit the wall and fell to the ground behind Sarah as she gasped, not realizing what she'd done until after she'd done. As it was, everyone's eyes were on her, half had their mouths open in shock, and no sound filled the room save that of the stereo, now largely ignored.

"I... I... I uhm..." Sarah started to say, trying to find the words. Belatedly, she realized her adamantium claws were still extended, her fist still upraised.

Quickly, her claws slid back into her fist and her fingers relaxed. But she couldn't bring herself to say anything, and thus she broke down into tears and fled from the room, the door slamming shut behind her. She started to run, not really caring where she wound up as long as it wasn't there. They hadn't viewed her as a friend, they'd been scared. They'd seen her as a freak. A monster. A weapon.

Knew this was too good to be true, she thought. I knew it!

Her eyes were blinded by her own tears, her mind elsewhere. She did not realize she was alone in the hallway until she bumped hard into someone, and stumbled back to see who it was. To her surprise it was Rogue, walking down the hallway with a book under her hand. She looked at her in surprise and, upon seeing her tears, concern.

But Sarah couldn't bear to see her treat her like a monster too and she blindly pushed her aside and ran past her, ducking into her room, collapsing on the edge of her bed. She burried her face in the covers and wept. This place was no different, she was still a monster here. Still a freak. She'd have to leave... go back to the wilderness, and be herself again. Be free... be alone... be safe...

A very gentle, very tentative knock came at her door, and her head instinctively jerked up to see who was there. She abruptly realized she'd forgotten to close it upon her entering. There stood Rogue, watching her with concern etched into her pale features. She looked hesitant, as if she wasn't sure she wanted to be there or not. Or whether or not Sarah wanted her there.

"Hey... you ahlright?" she asked gently.

At that, Sarah's sadness evaporated rapidly into anger. Of course she wasn't alright! That was a stupid question. An idiot could plainly see she was -not- alright. She was about to tell her as much, sitting up sharply, but the look on the southern belle's face... and the tone of her words... she was concerned for her. Worried for her, even. So she bit back the harsh reply she was about to give... and swallowed thickly before replying.

"I'm... no, I'm not alright..." she replied, some of the anger still creeping into her voice, again burying her face in the covers. Why couldn't they just leave her alone? She hoped she would pick up the clue and leave, but instead she moved into the room, setting her book down on the nearby dresser. Hesitantly, she realized. She didn't want to intrude upon her personal space.

"Do ya want ta talk about it?" she asked, her voice incredibly soft. Though Sarah could pick up the sound as if she was speaking right next to her. A gloved hand gently, hesitantly, came to rest on her shoulder. And that contact seemed to give Sarah the strength she needed. Rogue's touch leeched away some of her anger and fear. Gently, she lifted her head back up.

"I... I..." she started, as she angrily wiped away her tears. Sighing, she gave in, and retold Rogue what had happened in the rec room. When she finished, she saw to her surprise she was wearing a smile. A thin, humorless smile, but a smile none-the-less. Why? Suddenly she was angry again. Was Rogue making light of her troubles?

"Is that ahll?" she drawled, as she sat down on the bed beside her. "Sarah, when ah first came here ah accidently touched Kitty during one of our training sessions and knocked her out cold for nearly half an hour. Ah was so scared that they'd kick me out because of that... but they haven't. They try to help people like us here."

"I lost control," Sarah replied, still angry at herself, her voice cracking slightly. Angrily she swallowed, drying the last of her tears. Trying to regain a sense of self-control.

"Its okay, Sarah... we understand mistakes will be made from tahme to tahme. Besides, what would you prefer you do? Get a dart in the head? That's gotta hurt."

Rogue was making many good points, but Sarah was still hesitant to accept her statement at face value. "Back at Hydra a mistake usually meant death," replied Sarah coldly.

Rogue met her glare with one of her own, and if Sarah's was cold as a winter breeze, Rogue's could've rivaled the icy depths of space itself. "Well this isn't Hydra," Rogue replied firmly, standing and starting to leave. "If ya want ta talk more Sarah ah'm just down tha hall... otherwise ah guess ah'll leave you be."

"Wait..." she said softly, reaching out to her. Then, realizing how foolish she must've looked she stopped, dropping her hand and looking away. "Thank you," she said simply.

Rogue, recognizing Sarahs mannerisms for what they were, replied "Anytime," and gently grabbed up the smaller girls hand. Sarah blinked up at her. "Come on then... evenings still young, and maybe you and I can win some of the boys poker money, if we hurry."

Hand-in-hand, Rogue and Sarah returned to the rec room, and to Sarah's astonishment, everything the gothic girl had said was absolutely true. Hardly any of the students paid her more than a glance, and they'd all resumed their activities as if nothing had happened. Sarah glanced at Rogue in disbelief, but the auburn-haired belle just shrugged her shoulders and went to grab some sodas, while Scott and Kurt drew up some spare chairs for her and Sarah to join them in the poker game. _This isn't Hydra_, Rogue had said. And it was true. These were nice people, understanding people. Sarah was safe with them. She was one of them.

Once the rules were explained, she gave a smile that was pure Wolverine. "Deal me in."

* * *

That night, Sarah peeled off her newly acquired clothes and folded them up, placing them away as she slipped into her pajamas. She sat down on her bed then, gazing out the window at the dark night sky. The cool, icy white moon lit up the sky, half full. It was a beautiful sight to Sarah, and she lay back in her bed and closed her eyes, pulling the covers up over her. She fell asleep almost immediately.

And for once, she didn't have a single nightmare.

* * *

**Author's Notes:  
**Action to come. Promise.


	5. V

"_That's why you're here. To help me find out what's going on_."  
**- Nicholas Fury**

Steel doors slid open, revealing an armed escort, which Logan took in stride. He made his way past them and into the complex like he owned the place, and it was all his two gun-toting friends could do to keep up with him. The gray-haired man further down the hall, however, was an obstacle not so easily brushed aside. Tugging his toothpick from his teeth, Agent Nicholas Fury regarded the approaching Wolverine with a single eye devoid of the slightest hint of fear.

"Hows it going, Logan?" he asked, sacrasm dripping from every syllable.

"Can the friendly routine, Patch," muttered the dark-haired mutant. "Just point the way."

Fury frowned at that. "That's not how we do things here, and you know it. Now, if you'd prefer to_ follow_ me to see Omega Red, we can work something out... otherwise you know where the door is," he replied sharply, before turning on his heel and stalking down the corridor. Logan growled darkly, fists clenched, but followed. This was SHIELD headquarters after all, and Fury was right, it was his turf. No sense in upsetting him.

Besides, he'd just save his anger for Omega Red.

"Care to tell me what this is really all about, Logan?" asked Fury in a conversational tone as the two men made their way down a series of corridors.

"Just want to ask squid-boy what his deal is with the Weapon X program," replied Logan with a sidelong glance.

"Bull," replied Fury, popping a fresh toothpick between his teeth and twirling it with his tongue until it settled properly. "So... this has nothing to do with agent X23?"

Wolverine came to a dead stop, and his arm lashed out, slamming into Fury's shoulder and knocking him up against the far wall. His other arm came up, claws sliding free with a loud 'snickt' sound. One that was immediately echoed by a pair of 'clicks' as the two guards leveled their guns at his head. Wolverine ignored them. "How the hell do you know about her?"

Fury, despite the immediate danger he was in, smirked, perfectly at ease. "Credit me with some brains, Wolverine. SHIELD has been keeping tabs on the mansion for months now. At a distance, of course, but we do notice comings and goings. She's good but she can't go to a public place and expect not to be noticed."

Wolverine growled darkly, his arm trembling, his fists moving that much closer. The two guards hesitated, clearly under orders not to fire unless ordered by Fury... but they were clearly thinking about disobeying if their intruder planned to skewer their boss. "So what now?"

"Long as you can keep her under control, nothing," replied Fury, as Wolverine slowly dropped him back down to the ground and retracted his claws. "SHIELD has no jurisdiction on non-American citizens, after all," he continued as he straightened out his coat non-challantly. "And technically she isn't one... even with that fake set of documents Xavier provided. So we're going to let her go."

"Just like that?" asked Logan suspiciously.

Now it was Fury's turn to look upset... and even a little angry. His one eye glinted dangerously. "Make no mistake, I'm still ticked to all hell she broke in and still has some of out top secret information... but yes, that is the deal, Weapon X."

Logan growled again at the mention of his old codename, but shrugged it off and continued down the corridor, setting his own pace. Fury followed alongside him. They were almost at their destination anyway.

"Someone's after her," Logan said after a short hesitation. "Professional assassin. Guy practically nuked a forest trying to bring her down up in Canada. And I don't like the situation, Patch. It stinks."

"You're thinkin' Hydra," Fury picked up, even as his hand came out and he tapped in a code to let them move deeper into the SHIELD fortress.

"Yeah. It's got their stench all over it. This is their style. If they had a style."

"And here I was hoping I could manage an early retirement," muttered Fury, as the two of them reached their destination and the sealed door slid open. Inside was a simple room, no windows, no bed, no furniture of any kind. Thick, durasteel metal covered the four walls, as well as ceiling and floor, and at such a thickness even Wolverine would've had trouble clawing his way out of the chamber. The left and right walls were locked with some strange restraints which kept the rooms single occupant docile. Omega Red, the crimson-clad Russian mutant, stood dead center. His arms were upraised, the vicious carbondanium tentacles having been extended to full length and locked into place on either wall like a set of manacles. He wasn't going anywhere anytime soon.

The big assassin smirked as he saw who his guests were. "Ah, Weapon X... so nice ov you to drop by and chat," he spoke, his voice dripping with sarcasm.

Wolverine growled, low and deep in the back of his throat as his fist came up and three claws sprang free. Ignoring the protests from a shocked Fury, he advanced on the pale-faced mutant. "I got some questions for you, bub..."

* * *

BRRIINNGG.

Sarah nearly leapt out of her skin at the sound, and it took quite a bit of her training not to launch into combat mode when the bell rang off. Honestly, how could the other kids take it in stride so easily? Then again, she mused, it probably helped to hear it every day.

As if it was a signal, the hallways, bustling with activity early in the morning, were quickly vacated as students made their way down the halls and stairwells of Bayville High School to their respective classrooms, though with a degree of reluctance. It was a Monday, after all, and almost to a one, not a single person save Sarah herself was all that anxious to be here. And even she was feeling more than a little anxious in such a strange place.

Recognizing this, Professor Xavier had been speaking with the new Principle of Bayville High, and had arranged discreetly for Sarah to be fitted into a schedule that allowed at least one other Institute student to be present. For moral support.

Thus, she found herself guided along by Roberto today, and they found themselves in English class seconds before the second bell rang and they would've been late. Even so, more than half a dozen students filed in afterwards with barely a murmur, prompting Sarah to raise an eyebrow in confusion. They certainly were very lax around here. Half the class was even asleep before the lecture had commenced, their teacher launching into a boring rhetoric that made Sarah wonder idly if he'd been blessed with a mutant power himself. Putting people to sleep with his voice. So far she hadn't been affected, but after sitting still for so long, even she was feeling a little languid.

"... and so for his second task, Hercules was sent out to slay the Hydra..."

Sarah's eyes, starting to droop, snapped open wide at that word.

"... now the Hydra was a mythological monster, resembling a dragon..." and Sarah relaxed. It wasn't what she'd thought it was. It was something else.

Here the teacher sketched a very crude design on the chalkboard behind him. "Forgive me for not being an Art teacher," he joked, earning some snickers and smiles from many of the students still awake, Sarah among them. Even she could've sketched something better than that, she realized as she glanced down at her open book, flipping to the next page. A vivid rendition of the mythical monster was on the page in question. She'd been taking notes when she'd heard that word.

So... this is where HYDRA got its name from... she mused idly.

"Now, the Hydra was not your run-of-the-mill evil monster," the teacher carried on, adding to his sketch, completing the head... or rather -heads- of the creature. "More than half a dozen heads, as well as accompanying necks, resided atop of its shoulders. Additional myth variations have it spouting fire and poison... or was that my mother-in-law?"

Giggles erupted from the classroom, jolting some students out of a stupor, but Sarah was too engrossed in the lecture.

"Now these variations came in many shapes in forms, as well as the number of heads... from as few as five to as many as a hundred, though nine seems to be the most common number, and thus that'll be the one I accept on the upcoming test... hint, hint," he added ominously. Sarah dutifully copied it down into her notes, smiling. School was turning out to be a very interesting place. Even a bit fun.

"And worse still, when the Hydra's heads -were- severed... two new heads would sprout anew, making the beast even more terrible. This is when Hercules arrived."

Sarah, having been given a briefing on school etiquette by Hank before she'd left in the morning, raised her hand.

"Ah, yes, you in the back... the new girl from the Xavier Institute, isn't it?"

"Yes sir. Sarah Howlett sir," she replied as she lowered her hand.

He smiled, glad to have a student who was actually interested in his lecture for once. "Well, Sarah Howlett, what's your question?"

"If the Hydra kept regrowing heads after it had them cut off... doesn't that mean no one can kill it?"

He chuckled at that. "Ah, but that's why they send a hero like Hercules to do it. No ordinary mortal could. Took someone... extraordinary to kill the Hydra."

_So it did_, she thought. _So it did_.

"I see sir... thank you."

"Now," said the teacher, resuming his lecture. "That isn't to say slaying the Hydra once and for all was easy, mind you... Hercules had more than a fair share of trouble with this task, but in the end, this is how he bested it..."

* * *

Wolverine emerged from the prison cell a good two hours later, and wasn't surprised in the least to see Nicholas Fury idly chewing on a toothpick opposite the door when he did. The man was as stubborn as he was, especially on his own turf.

"Learn anything?" he asked casually, deciding to ignore the fact that what Logan had done could've easily landed him an adjacent cell to Omega Red's.

"Yeah," replied Logan, taking a moment to sheath his claws. "I really, _really_ hate that guy."

Fury smirked, having similar thoughts. "I had one of my agents double check our intel while you two were... chatting," he said, making quotation marks with his fingers. "Same as before. No sign of Hydra activity can be found anywhere, worldwide. Not where you found X23, not..."

"She has a name now, Patch," Logan growled at him.

"Use mine and maybe I'll use hers," he replied with a smirk.

Logan frowned at that, but relented. "Fine. I'll show myself out, Nick," he grumbled, stalking past his former comrade and towards the exit.

Agent Fury's voice stopped him in his tracks. "I also talked to Dr. Risman," he said.

"And?" asked Logan, not bothering to turn around.

"Well she didn't have anything on Hydra... which isn't surprising really, since she severed all ties long before your kid nuked half their facilities straight to hell and back..."

"Cut to the chase, Fury. You're not getting any younger."

"She offered to help take care of X-... " he paused a moment, recalling. "I mean Sarah, and..."

"No," Logan spat, and immediately continued onwards. Far as he was concerned, Deborah Risman could see Sarah again when it was a cold day in Hell. And he said as much to Fury on his way out. Though with a bit more colorful language.

* * *

It was during lunch Sarah learned that school had a darker side.

It was innocent enough. She'd lost track of her current Institute partner in the mad rush to lunch, and after a moment, decided to follow the press of students to the cafeteria. Lunch was in that direction, her nose told her, and after four classes and some physical education, she was more than ready to devour an entire cow, should such be available on the menu.

Unfortunately, when she reached the front of the line, a larger student wearing a red jersey knocked her out of the way, very nearly causing her to lose her balance and spill her meal.

She blinked in surprise as she regained her balance and straightened out her meal a bit. Perhaps this was another strange aspect of normal life she just wasn't familiar with yet. Or maybe it had just been an accident. "Uhm, excuse me... I was next I think..."

"Bug off, mutie," he spat, placing his own meal down and paying for it.

"Yeah," said another student, somewhere in the line. "Back of the line, freak!"

Bewildered to the core by the sudden show of hostility, Sarah looked left and right for support, but none was to be found, none of the Institute kids were to be found, nor any sign of teachers. The cafeteria ladies were largely ignoring all of them. Which left Sarah alone with more than a few rather large and mean looking jocks.

"I said 'bug off,-!" said the first offender, reaching out a hand to shove Sarah's shoulder. "Mutie!"

Sarah reacted before she knew fully what she was doing. Even as she tossed her tray to a nearby empty table, she grabbed a hold of the punk's extended arm and gave a sharp twist of his wrist... not enough to break it, but damn close. Within minutes a six-foot, two-hundred pound high school half-back was on his face on the ground with a four and a half foot girl who couldn't be more than half his weight holding him down. Her other fist was upraised, but at the last moment she recalled Xavier's warning... the use of mutant powers at the school was prohibited. So she dutifully kept her claws sheathed, then wondered what to do next.

"Sarah! No!"

Sarah's head snapped up. Quickly making their way through he crowd were Kitty, Kurt, and a dark-skinned girl Sarah hadn't met yet, all with worried looks on their faces. "Let him up," said Kitty gently.

She immediately complied, moving off the jock and moving quickly to stand beside Kitty and Kurt protectively. After all, if she'd been attacked because she was a 'mutie', then they might as well. However, the punk seemed to have better instincts than that, and he took what was left of his dignity and ran. Murmurs passed along the line, but a glare from Kurt cut them off. It was doubtful anyone was going to report Sarah now.

Kitty tossed down a twenty to the stunned cashier, which was more than enough for Sarah's meal, and called out 'keep the change!' as she grabbed up the tray and between her, Kurt, and Amanda, hussled the surprised young woman out of the cafeteria.

Sarah joined up with the others at what was affectionately (or not so affectionately) dubbed the 'mutant table.' Most of the regular humans were staying indoors, and gave the outdoor tables a wide berth, though more than a few freaks, geeks, and outcasts of the non-powered variety also settled here. Some were even friendly with the mutants, but not many. Kitty and Roberto, especially, had managed to snag a few open-minded friends in the changing social circles of high school. They rarely ate with them, however. Bad for social status.

This was explained to the former Hydra assassin as she munched absent-mindedly on her tuna sandwhich. At least things weren't nearly as bad as the days when they'd first been outed as mutants, and actively provoked and attacked in the halls by bullies and bigots.

Mutants rights were coming along... but as Bobby was wont to quip, with the speed of a glacier.

Sarah sat down between Tabitha and Ray. Amanda Sefton had decided to join them today, as always sitting as close to her boyfriend Kurt as possible without actually sitting his lap (not that either would've complained about such a position, however). Lance Alvers, whom she recognized from the SHIELD archives as the mutant Avalanche, was also present. They were of course introduced to Sarah (given only the short version of her history), who shook their hands in friendly fashion.

"So... other than the obvious... how's your first day at school going, Sarah?" asked Amanda politely.

"Obvious?"

"Those jerks back there... nevermind them. What about the rest?"

"It's... okay I guess," she replied after a moment's thought. "I've had worse."

Much worse.

"Wait 'til you get to Senior year," advised Lance. "Things get considerably easier."

Rogue, the only other senior present, nodded in agreement. Lance had been readmitted to Bayville High at the beginning of the year to repeat his senior term. And he'd only managed to get a second chance because of the new principal and because of Professor Xavier's recommendation. He'd offered to do the same for the other Brotherhood members, even Wanda and Pietro, the latter of whom still technically was a student, but all had refused. Only Lance had taken advantage of the offer, and one did not have to look far to find the source of his newfound desire to make something of himself.

"Just you wait until you go to college next," remarked Kitty, sitting at his side, as she nudged Lance playfully in the ribs. A sophomore now, she was taking a lot of advanced classes with Lance, and the two were fast settling back into the happy couple routine they had before the Sentinel disaster split them apart. Lance stayed with the Brotherhood, however, and Kitty with the X-Men.

"Oh I'll do fine..." replied Lance in his normal non-challant manner, sipping on his soda. Kitty, at her side, giggled like the little girl she truly was, and playfully punched him in the arm, then hugged his side.

"Oh you're hopeless..."

Sarah blinked once, twice, still trying to puzzle out their very bizarre relationship. She even glanced at Tabitha for clarification, but the buxom blonde had her attention focused squarely on the dark-haired Amara, and the two were chatting animatedly. It was all so strange, seeing them talk to one another, happy in one another's presence. No one paid any attention to the other students, who were shooting alternatively fearful and curious glances at their table. And Sarah found she didn't care either.

She found it infinitely more interesting to observe her fellow students, who chatted about this and that. Mostly school related problems (tests, projects, and the like) and something called 'dates' that Sarah couldn't quite catch. They seemed very important though. Amanda, in particular, seemed vexed that Kurt had been forced to bail on their last date. He was apologizing profusely, saying he'd been needed on a mission to rescue a mutant who'd nearly vanished into another dimension. Though Sarah was partially warmed to see such happy couple behavior, another part of her, a jealous little demon that gnawed at her heart, was not so content.

Inside her heart, something stirred. Beneath her new exterior of a happy, normal teenaged girl, the monstrous assassin Hydra had tried to create still lurked. And it was seeking blood.

* * *

Meanwhile, up in the Canadian Wilderness, Wolverine was doing much the same as he followed the tracks of destruction his pseudo-daughter had left behind. After all, he didn't like people who threatened the Institute kids, let alone his own flesh and blood. He tended to introduce them to the business end of his claws.

But long practice and discipline kept his emotions in check, and so he continued his mission.

Find out what the hell had happened here.

Sniff. "Blood... old... Sarah's..." Sniff sniff. "Gunpowder and..." sniff "Leather. Very faint... and then there's that bodyscent. Someone I've never smelled before... but smells... familiar." Frowning, he knelt down, examining a footprint he'd almost missed on the ground. A boot, but not a very big one. So it was a small man who attacked Sarah, maybe not much bigger than she was. But the weight showed clearly he was burdened down with the firepower she described. A rocket launcher, at the very least. Someone exceptionally strong.

Superhuman strong? Maybe, but Wolverine had his doubts.

The wind shifted... and a new scent reached his nose. Something -very- familiar. Instantly he recognized it. It was as familiar to him as his own.

Wolverine growled, low and deep as he stood, and six adamantium claws sprang free from between his knuckles as he glanced this way and that out of the corner of his eyes.

"Well well well, is it my birthday already? Come on out bub... I know you're there," he snarled between clenched teeth. First Omega Red, now this. It seemed like his day for running into old foes.

"Surprised it took you so long to notice me... runt... because I've been trackin' you for hours," came the reply, as out of the shadows of the forest stepped a great monster of a man. Seven feet tall, dwarfing the shorter Wolverine, and dressed in an assortment of armor, furs, and a thick brown trenchcoat. A giant of a man with a dirty blonde mane of hair and razor-sharp teeth and claws. It was the former, oversized for an already large mouth, that had earned him his mutant moniker.

Sabertooth.

"So it was you I smelled," growled Wolverine, crouching in a defensive position, claws upraised. He waited for his old enemy to make the first move. Sabertooth obliged, giving a roar as he hurled himself forward, black nails upraised to rip Wolverine in half. Predictably, he threw too much into his first attack, and his shorter enemy took full advantage of this, ducking underneath him and sliding out a leg that knocked the bigger fighter off-balance and face-first into the dirt.

"What are you doing attacking Sarah?!" Wolverine spat, claws upraised, waiting for Sabertooth to get back up. "You workin' for Hydra now?!"

"Hydra? What the hell are you talkin' about, runt? An' whose Sarah?" growled Sabertooth as he stood up again, this time approaching more cautiously, trying to circle around Wolverine. He responded in kind, circling the same way, his eyes always on his enemy. "Some new girlfriend of yours?" he asked with a leer.

"Don't play stupid with me, Creed."

Sabertooth roared at that, baring his canines, and swung out a fist, a jab which Wolverine blocked easily. The next one, however, swung around hard, and he had to throw up both his arms to keep the brute from giving him a massive headache. As it was, he was unprepared as Creed's claws sunk into the shoulders of his uniform, grabbed a great fistful, and hurled Wolverine over his shoulder towards a nearby tree. Wolverine smashed into it back first, sending wooden shards falling to the ground, along with himself. He immediately rolled onto his feet, but was a bit shaken up from the attack.

"I was mindin' my own business when I spotted your bike on the side of the road..." Sabertooth replied, jerking his head towards the intersection where Wolverine had left it. "Then I caught that scent... like you... but it ain't."

Wolverine frowned darkly at that, still crouched and ready to unleash hell. But something held him back. Was Sabertooth telling him the truth? The other scent must've been Sarah's, there was enough similarities the two of them smelled similar, if not the same. But then...

... hold on. Sniff. The scent of Sarah's attacker was old, yeah, and he was pretty sure it might've been somewhat altered by blood and gunpowder, but it definently wasn't Creed's. It was different. Similar, but different. Something wasn't quite adding up.

"What's it to you then?" he asked, wondering what angle his enemy was playing.

"I still have a score to settle with you, runt..."

"Bull. Somethin' else brought you out here," replied Wolverine. Then a thought occurred to him. Something Omega Red had divulged that might've been useful information after all. "This have something to do with the old Weapon X team?"

Sabertooth jerked at that. So it did. And for a moment, he looked more than a little afraid.

Adamantium claws slid back into their sheaths between his knuckles, vanishing from view, as Wolverine stood to his full height. "You, and me, need to have a serious talk."

* * *

The rest of the day blurred by quickly. By four o'clock, when the Institute kids had made it back to the mansion, she was almost exhausted, though in a good way. She'd had lots of fun at her first day of school. Sure, it had been strange, but she'd actually felt she'd learned a lot of new, interesting things. And then of course there'd been physical education class, which she'd excelled at. She could swear she heard her gym teachers jaw hit the floor when she'd flawlessly executed a double backflip on the mats.

More than a few people had cast jealous glares her way, and some had even muttered about 'mutant cheating', but she'd ignored them all, as Amanda had suggested. And now she was home. She couldn't have been happier.

But afternoon at the Xavier Institute had its own sorts of classes, and before she'd even set down her bag to start her homework, Jubilee had come by, suggesting she 'suit up and join them in the Danger Room.' Puzzled, Sarah hadn't quite known what to do until Jean arrived minutes later, carrying with her a new uniform and already in her own. Sarah changed quickly, admiring the flow of the stretchy spandex, and listened with half an ear as Jean explained their training exercises and the benefit they had as she tugged on a boot.

"... and so we train to sharpen our powers and learn each other's strengths and weaknesses. Understand?"

"I understand," replied Sarah, flexing a glove and popping her claws, letting them create the appropriate holes in her new uniform. "I'm ready."

* * *

**Author's Notes:  
**The Hydra did indeed have a variable number of heads in mythology, as well as virtually any media it's been portrayed in.


	6. VI

"_That adamantium skeleton of yours? I'm surprised you haven't figured that out by now_."  
**- Colonel Wraith**

Drinks sat on opposite ends of the table, as did their current owners. For a long while, neither spoke. The only sounds were the music playing behind the bar and the occasional drunken slur as another regular ordered another drink. But neither of them so much as touched their glasses.

"So... it was a clone," remarked Sabertooth.

"Yeah," replied Wolverine.

"Of you."

"Yeah," he said again, a bit more reluctantly this time. Idly he grabbed up his drink and took a sip. It was a bit flat, but he'd had far worse in his time.

"And she managed to trash Hydra... not bad... then again, anything made out of you is just plain bad news..."

"So that's her story. And I came out here lookin' for answers. Someone is trying to take her down. And I don't look too kindly too that," he added darkly.

Sabertooth shrugged, tossing back his own drink, placing the empty mug on the end of the table as he leaned back nonchalantly. Despite his body language, Wolverine could smell the iron tang of fear wafting off of him. He wasn't fooling him.

"An' you?"

"Told you. I came across you an' your bike..."

"Creed, if you're not tellin' me everything, I swear I'm leaving right now... to say nothing of leaving you with the bill," he added with just a touch of dark humor.

His old enemy growled at that, but it was a perfect out, pretend to be more angry with the bill than the fact that something was terrifying him. "I was up north, in Canada. Paid a visit to the old stomping grounds," he said meaningfully. Logan caught the meaning. Weapon X's old facility. The one he and the X-Men blew sky high.

"And?"

"Well I didn't find anything intact, runt," he growled back at Logan. Likely he was still sore from that old encounter. "But there was something else. I couldn't find Wraith. Not a body, nothing. And someone else had been there recently. Lots of someone elses."

Something clicked in the back of Wolverine's mind. "Hydra. Must've been. They said they put X23 through the Weapon X process... who knows that process better than Wraith?"

Sabertooth growled darkly at that, though his comment died on his lips as the barmaid brought a fresh round of drinks for the two of them. Their conversation was largely ignored by passerby, and it wasn't like many people would be able to figure out what they were saying at all, but still, it wasn't exactly something they wanted broadcast. The redhead set down two fresh drinks for them both, giving a smile on the house for Logan as she took Sabertooth's old mug back up to the bar. Once she was out of earshot, their conversation resumed.

"So you were trackin' them when you ran into me," Logan surmised.

"Yeah. Wanted to find Wraith."

"Why?" he asked, honestly surprised. Based on Creed's actions during their last trouble with Weapon X, he'd assumed he'd been under mind control the same as he had been last time

"None of your business," he growled darkly.

_Ah, of course_. Sabertooth wanted him dead. No big surprise there.

A moment passed while Logan came up with a suitable reply. "Look Creed, this whole mess has definently gotten out of hand. It's bigger than me and you. I suggest we put our feud on hold until this is dealt with. Otherwise we'll both end up back under the knife."

His old enemy's fear scent grew stronger, and Logan realized he'd struck gold. Outwardly, he appeared calm as he chugged back his second mug faster than the first and slammed it down, topping it off with a belch. "Sounds good to me, runt. But don't think this gets you off the hook. Soon as these Hydra clowns or whoever they are are out of business..."

"Wouldn't have it any other way," he replied, sipping his own drink.

Slapping down some money, Sabertooth turned and exited the bar with a whirl of his trenchcoat. Wolverine was in no hurry to follow, nor to leave, truth be told. He caught the sound of an engine revving outside, and could hear tires burn rubber as his one-time nemesis got back on the road. He'd be long gone by the time Wolverine finished his drink and headed home. Still, no reason to rush.

The barmaid caught his eye again, and treated him to a wink.

No reason to rush at all.

* * *

The Danger Room was an impressive bit of construction. Even Sarah, used to being moved from training facility to training facility, was duly impressed by its state of the art equipment. She could sense already she could really bring out a lot of her potential here. Or at the very least, have a lot of fun. Her one possible flaw was her teamwork, she realized as she spared a glance at the others in the room. New mutants, none of the older students or the staff were down here. This could get unpredictable very quickly, she surmised.

"Alright kids, listen up, it's time to play," came a voice over the loud speakers. Casting her gaze upwards, Sarah spotted the control room near the ceiling of the facility. She caught a glimpse of Cyclops and Jean working the controls and began to relax a little, remembering that these were X-Men, not Hydra. Nothing here would hurt her. At least not maliciously.

The other New Recruits were not so easily convinced, and cringed at the announcement, watching fearfully. Each and every one of them fully expected the walls to open up and lasers to start blasting them down at any moment.

To their surprise, only one hole opened up in the side of the room, and a ball was gently knocked out, to roll between the startled New Recruits. A second joined it, and a third. The normally unseen lines running along the length of the floor lit up in a large rectangle that ran the length of the Danger Room. It was split down the middle into a recognizable form. Sarah found herself on one end with Jamie, Ray, Roberto and Danielle, who was apart from herself the newest student at the Institute.

"The name of the game," came the voice of Cyclops from the speakers again. "Is Mutant Dodgeball."

To Sarah's surprise all of the students immediately relaxed, some even jumping up and down and cheering. She remained tense, and slightly confused. Was this an easy exercise? Or a game?

"All right you all know the rules. No stepping outside the lines, no touching the walls or ceiling. Floor only. You're hit, you're out, you sit on the sidelines. Jamie, that means ANY of you getting hit. No dangerous use of the powers. Anyone who takes this beyond a game answers to us. And we tell Wolverine."

Now Sarah understood. This was testing them on how to dodge and counterattack with limited means. Like the sandbags... she shook off that memory. This wouldn't hurt nearly as much. It might even be fun. She cast a glance to the side, examining her teammates. Of them all, only Danielle was largely a mystery, she hadn't been part of the files she'd obtained during her last visit to the mansion. She had no idea what to expect of her... so she was glad to have her on her side, rather than as her opponent.

"And just so there's some incentive, last man or woman standing doesn't have to mop out the Danger Room this week. And... go!"

* * *

Wolverine's motorcycle roared into the garage of the Xavier Institute just as the sun was starting to come down. Not surprisingly, virtually no one was there 'cept for Rogue and Remy, whom he was fairly positive had been in an uncompromising position mere minutes earlier, and now were watching him as if they were vastly interested by his arrival. Which of course meant they looked guilty as sin.

Honestly, if Wolverine couldn't have been one hundred percent sure, he'd swear those two were going at it like rabbits twenty-four-seven.

So instead, he yanked off his helmet and largely ignored them, hanging it up on his way into the mansion. He wasn't the least bit tipsy, despite all the drinks he'd had, his metabolism had flushed them out of his system hours ago. So he headed for the kitchen to grab himself another drink. The Institute didn't have much hard liquor readily available, but he kept a private stash hidden away for himself. On the way, he cut through the mansions living room, and was pleasantly surprised to find Ororo at the piano. So it was he found himself paused by the entryway, admiring both the music and the musician for a few moments before he loudly cleared his throat.

"Evenin' 'Ro. Where're all the kids at?"

She smiled up at him as she continued to play, mahogany fingers dancing over the ivory keys. "Oh, Scott and Jean had an exercise scheduled down in the Danger Room... Sarah should be with them as well, I think."

Logan frowned at that. He wasn't sure Sarah was ready for the Danger Room just yet. Too many unknowns involving her. Especially around others. He spun on his heel, drink forgotten, and made his way to the elevators instead.

* * *

It had been easy at first. Simple premise. Dodge the ball. Catch the ball. Throw it at the opposing team. Take them out before they take you out. You win.

Sarah leapt up and gracefully out of the way, landing onto her feet in a perfect crouch as one dodgeball flew over her head and the other passed harmless underneath her. The first bounced off the far wall and back towards the other side, while the second was grabbed in mid-air by her teammate Roberto. His powers kicking in, a brilliant surge of golden light surrounded his body as he hurled the ball towards Sam, who was already rocketing from one end of the field to the next. His projection was knocked off by the missile, but he managed to alter his course in time and avoid it, though he skidded hard across the floor, and very nearly over the line.

Rahne, however, was quick to grab up the advantage lost by her teammate, and leapt upwards, grabbing the ball, and hurling it in mid-leap towards their team. Jamie, caught totally unprepared, caught the brunt of the throw, and was knocked flat onto his backside. About seven or eight of himself wound up on the floor after he stopped bouncing, and in eerie unison, they sighed, picked themselves up, and made their way to join the others who'd been taken out of the game.

"Ha! Take that, Multiple!" Tabby shouted out from her side of the game.

Sarah's head snapped around, her expression dark. She'd liked Jamie, he'd been nothing but kind to her since she'd come here, and this despite nearly giving him an adamantium lobotomy. Growling darkly, she rolled forward and grabbed at a nearby ball, hurling it one-handed towards Tabby. However, the perky blonde was surprisingly quick, and dodged out of the way. Behind her, Amara caught the throw and quickly returned it, throwing it at Sarah.

Instincts took over, and Sarah's leg swung up, adamantium claw sliding clear of her specially made boot. She sliced the ball clean in half as both sides went flying past her, leaving her untouched as she gracefully landed back on her feet.

"Hey that's cheating!" shouted Jubilee, from the sidelines.

A blare rang out as both sides brought their game to a halt, and sense returned to Sarah. She glanced fearfully up at the control room above, wondering if she really had broken the rules.

"Powers aren't illegal in mutant spors," stated Sam, from his side of the room. "But the ball -did- touch her body, didn't it? Doesn't that mean she's out?"

Jean's voiced floated over the loudspeakers. "We'll let this one pass, but Cannonball's right. Next time you're out."

Her claw slid back into its sheath in her foot. "I understand."

Both teams remaining members took up positions, though most of the balls had fallen opposite Sarah's side of the court, and they was down a lot of people already. Unless she did something quick, they might lose this challenge.

Another blare signaled the games continuation, and balls began to hurtle through the air. Sarah continued to dodge, moving fast, but there was no opportunity to retrieve a ball, Tabby was tossing out her little time-bombs onto her teams side to distract them. Nothing too big or dangerous, of course, just a distraction, but it worked. Danielle quickly went down, and then Roberto. Sarah was left alone, and the opposing team was working quick to try and drive her down.

A tiny firecracker burst against her foot as she moved the wrong way. It was muffled by her boot but it still hurt, and she stumbled. A quick toss from Sam aimed for her torso instead connected with her head, and she was flung back, spitting up blood from where she'd bit her lip.

Red blood...

Red...

Sarah's head snapped up quickly, dark tresses whipping about her head like angry snakes as red overtook her vision. She didn't see Amara, Tabby, and Sam. She didn't see hurling red rubber dodgeballs. She didn't even see the Danger Room.

She saw gigantic black machine-soldiers. She saw deadly energy blasts. She saw the Hydra training compound and its myriad dangers.

She saw her enemy. She attacked.

* * *

Deep in the fortress that was SHIELD headquarters, Nicholas Joseph Fury, sat and brooded. It was what he was wont to do at times like this, or so he'd been told by some of his subordinates. Those that still had the courage to look him in the eye and say it, of course. But between the action of missions he did still have a lot of work to do. But he preferred to brood and worry. Because no matter how many raids they did on a terrorist organization, no matter how many rogue mutants they locked up, no matter how many lives they saved and missions they completed... it never seemed like enough.

Thankfully today he had more pressing matters to attend to, however, like the growing pile of papers in his in box which were threatening to spill over onto his desk. Sighing, he put his stamp on the next requisition sheet for Stark Industries issued weapons and tossed it aside into his out box, which never seemed half as full as the in box.

Letting his eye roam over the next page, however, something caught his attention. Glancing at the top to confirm his suspicions, he noted it was a theft report from one of his agents. Contents were a bit unusual, but then again most of what SHIELD dealt with was unusual. Not one of the SHIELD shipments, Canadian Secret Forces. Attacked, raided, all survivors killed, the usual. But the contents intrigued him. It almost looked like...

Tugging the toothpick from his teeth, Fury turned and reached down to one of his cabinets, pulling it open and retrieving a file. Two years ago. Twenty pounds of raw adamantium, which was worth a fortune given how rare it was. Plus the necessary equipment for heating and maintaining it in a liquid state, which was also quite expensive given how hot you had to keep it. When he'd first read it, it hadn't made much sense to him, but when he'd found out about X23, he'd learn HYDRA had been behind the attack, so he'd crossed it off. That was the source of her blades.

But now...

He held up the two reports. Apart from the adamantium... the contents were near identical.

Coincidence?

Fury didn't believe in any such creature. Nor did he believe HYDRA was out of the picture. After all, they'd never recovered Viper's body from the wreckage of her crashed fortress. And if there was one philosophy Nicholas Fury believed in, it was never assume they were dead until you saw a body. And even then, best decapitate it and cremate just to be absolutely certain.

He set down the files and grabbed his coat. There was someone he needed to talk to.

* * *

"Sarah! No!"

"Stop!"

X23 was deaf and blind to all but her enemies. She tore through them like a berserker, claws extended as she rushed towards Cannonball, trying to decapitate him. He activated his power, rocketing backwards as if yanked by a bungie cord, safely out of her reach. Her claws scratched the edges of his uniform, though he was safely protected, unable to be hurt once his power had been activated. Howling in rage, she turned on Tabby and Amara, and was about to charge forward when something hard and strong slammed into her. Strong arms wrapped around her deceptively small form, bearing her to the ground.

"Kid! Snap out of it!"

Howling like a wildcat, X23 grabbed a hold of the bigger mutants arms and flipped him over and off of her, letting Wolverine slam down hard against the ground. She swung up her foot and brought it down, trying to nail him in the chest. He rolled out of the way as she executed a flawless splits in her attack, then rolled back to her feet.

"Sarah!"

Blink. She knew that name. She...

"Sarah stop! Relax! Calm down... calm down..." his voice continued. That word. That -name-. Her name.

Sarah blinked again, clutching at her jaw, the pain of which had finally leaked through to her brain. It hurt. It hurt badly, but it was already healing. She wasn't even bleeding anymore. Grimacing, she looked up, seeing Logan before her, looking terrified. So were the others. Giving her that same look.

"Oh god..." she murmured. "I... I'm so sorry," she stammered, even as Jean was drifting down from the control room above, a concern expression on her face as she drifted down between Sarah and the new recruits.

"What happened?"

"It... it was my fault sir," said Sam, hesitantly stepping forward, hand upraised. "I think I threw the ball a bit too hard."

"No I... I lost control. I couldn't think. I couldn't see anything. I couldn't stop myself," she continued to stammer, blubbering. Logan, hesitantly, wrapped his arms around her in what he hoped was a comforting gesture.

"I'm sorry," she choked out between tears. Like a mantra, the words continued, over and over again, as she sobbed into Logan's chest. Around her, the X-Men gathered. None of them spoke. None of them needed to. They were just there for her. They would always be there for her.

* * *

"I know you are going through a difficult time right now, Sarah."

Sarah nodded dully. She sat in Xavier's office, the owner of which sat directly across from her, hands steepled as he was wont to do when he was in deep thought. She'd come here after the Danger Room session had ended and she'd cleaned herself up a little. Now, sitting in her civilian attire, she waited patiently for what Professor Xavier was going to do with her. Every possible scenario was running through her mind. But the one that she found terrified her most was that she could be banished from the Institute.

Logan stood near the door, a silent guardian, listening to everything and saying nothing. His presence, however, was a mild comfort to Sarah.

Finally, Xavier spoke.

"You have been through a lot. You have been through a lifetime of suffering that would break men far stronger than I," he stated quietly. "Of course this is bound to leave behind certain... trauma. And this is likely what leads to your outbursts."

"I can't control myself," she stated, summarizing, blinking rapidly as hot tears threatened to spill out of her eyes again.

"There is nothing wrong with admitting you need help," Xavier replied firmly. "It is why this school exists." She nodded dully once more. "It is why -we- exist, Sarah," he added more softly. And despite herself, his warm voice was starting to penetrate, washing away the black despair threatening to overwhelm her. "And I want to assure you right here and now, we will do everything we can to help you. You have my word on that. But I think it is high time we got started. So I've asked your tutor to join us."

"Tutor?" she asked, blinking in surprise. Angrily she wiped away the tears obscuring her vision. "Not Logan?" she said, as she turned back to the door. Her pseudo-father shook his head, and stepped out of the way as the door's handle turned and it swung open.

Behind it was a young woman of perhaps eighteen years of age, pale-skinned and darkly-clad. Her eyes were lined in violet, as were her lips, and her auburn hair was marred by a shock of white in the front. Green eyes beheld Sarah as a smile came to those lips. And despite herself, Sarah quickly put a name to the face.

"Shall we get stahted?" asked the infamous Rogue.

* * *

**Author's Notes:  
**One of my key complaints with X23 was her lack of interaction with anyone but Wolverine, and I wrote this story in mind to allow her to do so. I hope it comes across well.


	7. VII

"_Control. That's what you're here to learn. That's why you're all here_."  
**- Professor Charles Xavier**

Atop of the SHIELD headquarters (obstensibly, any other government run building from the outside) a helicopter was quickly descending to the roof pad. This in and of itself was not an unusual occurance, as both Fury and many of his agents quickly made entrances and exits by helicopter over the course of the week as their job demanded. Keeping both America and the world at large safe. But today was unusual even by their practices, and the helicopter's door quickly slid open, disgorging its passengers and sitting like a black eagle, awaiting its new ones, who were currently making their way across the roof. The kicked up wind from the propeller blades made Fury's coat ripple, as did Deborah's blonde tresses, as they fought their way through it to the helicopter.

"And you're absolutely sure about this?!" he shouted over the noise.

"Positive!" she replied, holding up a file and using it as a vain attempt to ward off some of the wind battering at her face. "There isn't any doubt in my mind!"

"Then it's high time we paid the Institute a visit," he said, yanking open the door of the copter and, gallantly, holding it open for her to climb aboard. She did so, securing in her seat as Fury climbed in and slammed the door shut, not even bothering to sit down before he gave the 'go ahead' signal to the pilot. The black helicopter lifted up and off, vanishing into the night, though their trip would be longer than normal. Dark clouds were on the horizon, as well as an occasional flash of lightning.

A storm was coming.

* * *

"... Sarah?"

Breath in. Breath out. Breath in. Breath out.

"... Sarah? Come back."

Darkness faded, silence vanished. Replacing these were the myriad sounds and sights of the Xavier grounds. The rustle of the breeze through the leaves, the green and brown of wildlife, intermixed with white of marble. And as her vision came back into focus, Sarah saw her tutor, as she'd been when they'd started, sitting cross-legged on the ground before her.

Rogue gave an approving nod. "You're doing better. Are ya feeling any bettah?"

Sarah took a deep breath and exhaled sharply through her nose. "I can still feel it. It's... its just waiting. Crouched, like a... like a cougar. Ready to explode and hurt you. All of you."

Rogue nodded, having fully expected that, and shifted position, stretching out her legs which were growing stiff from constantly maintaining the same position. "Ah understand. Ya have no idea how tough it was when Sabertooth first got into mah head. He was the same way. But ya can handle this, Sarah. That thing, that animal, is only as strong as you -let- it be."

Her student nodded, she was used to the mantra by now.

They'd been doing this for about a week now, after all. Every day after school, while the others students were in the Danger Room, she and Rogue were out here on the Institute grounds. Rogue said it was because nature could be a soothing influence. It was a simplicity that the modern world often lacked. Everything there was too fast, too loud, too big. Here... mother nature still reigned supreme. And maybe for Rogue it was comforting out here. But for Sarah, it was calling to her animal instincts. To run, to be free. To hunt, to kill.

And so their lessons had begun, and Rogue had shown her how to cage those instincts. They worked for Sarah, she said. Not the other way around. And it was helping. A little.

"Ah think that's enough for today, let's go inside before it rains," said Rogue, standing. Sarah smoothly followed suit, and the two girls returned to the Institute. Rogue was through the doors and heading towards the kitchen, but Sarah lingered by them as something caught her attention. Frowning, she tilted her head, cupping a hand to her ear to amplify her hearing.

Whupwhupwhupwhup.

Propeller blades. A helicopter.

Her frown deepened as she cast her gaze upwards. Sure enough, there it was. And the SHIELD logo on the side was impossible to ever forget. Despite herself, Sarah felt a shiver of fear stir deep in her heart. And it reached out its icy tendrils to her mind, filling her with terrible images and ideas. Whispering to her to run. Or to fight.

Breath in. Breath out.

The fear subsided... but it was still there. Overhead, thunder boomed ominously.

* * *

Logan was in the foyer when Sarah entered, and she instinctively made her way to his side. He would protect her, she reasoned. He cast her barely a glance, but did give a barely perceivable nod to indicate he'd seen her. That was enough to comfort her, a bit. Despite this, it took a great deal of willpower not to move when Agent Fury strode through the doors and into the mansion. To their surprise, he was accompanied. Deborah Risman, followed like a shadow behind the gray-haired agent, her head bowed low, unable to meet the gaze of Logan (well aware of the fact that he didn't like her) but instead seeking out Sarah.

"Dr. Risman," said Sarah hesitantly in greeting. Truthfully, her feelings were mixed with the idea of meeting her again. One on hand, she'd been one of the only people in the whole HYDRA institute who'd ever been nice to her during her time with them. On the other, she was as much responsible for her creation and subsequently hellish life as Wolverine was. Perhaps more so, for he'd not even been aware of her existence until a few years ago, but she'd purposefully created her.

"X23," breathed Deborah in awe, hardly able to believe the young lady standing before her was the same scared little girl who'd fled HYDRA. And then destroyed it.

"It's Sarah now," Logan growled down at her. "She has a name."

"Of course," replied Deborah, shirking back under Logan's fierce gaze. Then she turned back to look at Sarah. At her creation. And she realized her little girl had not only grown up, but grown apart from her. And while she was very proud of that, part of her was also very sad.

"Sarah. It's... it's very nice."

* * *

A bolt of lightning split the air, momentarily illuminating the solitary figure to be found crossing the streets of Bayville towards the Xavier Institute's outermost walls. By skill or luck, they had managed to completely evade the sensor system, finding a small weak point that was almost unnoticeable. Thus, they darted across the grass and scaled up the side of the Institute walls without being blasted to pieces or setting off dozens of alarms. There, hidden in the trees, the figure brought up a pair of binoculars, and took careful aim. The view was abysmal at best, but he could see his target well enough through the glass windows of the Institute's kitchen.

X23. She had no idea how closely she was being watched. By himself, by Gauntlet, by half a dozen other agents. He himself was an expert tracker, and he almost had her up in Canada. And right now they had a very keen eye on her. Not inside the Institute grounds itself or in Bayville High, but still damn close. They'd almost had her at the mall. Alas, now was not the time to finish the job... but soon, he suspected, he'd get the order. Very soon indeed. There mere fact that SHIELD was now involved told him things were about to get very interesting.

The agent, still holding his binoculars with one hand, lifted up his other and nudged the side of it, activating his comm. wristband. A secure link was quickly opened up to a fellow agent on the other side. One who knew and worked with frequently.

"We have trouble," he stated.

"How bad?" came the reply, garbled faintly by static. Damn short-range comms, he thoughts.

"Bad enough that our employer needs to be aware," he replied, eyes still locked on the images in the binocular. "Both Fury and Risman just showed up on the Institute grounds. They finally put two and two together."

"That's bad."

_Understatement of the year_, he mused. "Contact Hydra. I'm going in for a closer look."

"That's against our orders. No contact is..."

He tapped the side of his wrist again.

"I know. Ask me if I care," he growled darkly, tossing the binoculars over his shoulder and into the pack he had secured to his back. Wasting no time, he dropped down from his perch and took off like a shot, running across the institute grounds. His movements were perfectly timed, he completely slipped by the motion sensors. As graceful as a cat he leapt up and grabbed the roof, vaulting up and over, landing in a shadowy crevice not easily noticed. Rain began to fall, splattering against the rooftop, and thus his feather-light landing wasn't even noticed. Nor would Wolverine be likely to pick him up with the storm raging outside. He was virtually invisible to all inside.

So he leaned back, claws digging into the side of the roof to keep him stationary, and tilted his head. And he listened in on a most fascination conversation.

* * *

"Let's cut to the chase," broke in Fury. "Believe it or not I do have other assignments to get to. But the good doctor here thinks she knows who the assassin may be."

"I know who it is," she replied softly, her every syllable laced with fear. Her body was bathed in the scent, nearly enough to make both Logan and Sarah sick. "And the agent is undoubtably Hydra.

Logan, observing the strict customs of host, beckoned them in and led them to the kitchen so they could all make themselves comfortable. He took his customary perch on the windowsill, arms crossed, listening. Waiting to pounce on any tidbit of information that was produced. Sarah sat at one end of the table, Deborah at the other. Fury stood behind her while she began her story. Ororo had dropped by to ensure they were comfortable, but had then slipped out, sensing this was a conversation not meant for her ears. At least, not yet.

"The operative... is X24."

"X24?" asked Sarah, puzzled.

"X24 was... is... the next attempt of Hydra to duplicate the Weapon X project. He was born shortly after you were," explained Dr. Risman quietly. Her hands were clenched tightly in her lap, so no one could see they were shaking badly, and she never met Sarah's gaze.

"Another clone of me?" growled Logan dangerously.

"No!" she replied, a bit too quickly. Then, composing herself, she continued "No, not of you, Weap-... er, Logan. When we had such success with... with our cloning techniques on you, we realized there was a wealth of possibilities available not only from the DNA we obtained from you, but also from the other Weapon X operatives whose samples we recovered from the wreckage."

Logan's eyes grew wide at the implications, and he realized several pieces had started to fall into place. That scent he'd picked up in Canada, the Weapon X project connection. All of it.

"X24 is a clone of the Weapon X operative known as Victor Graydon Creed," she replied uneasily. "I... I think you know him now as..."

"Sabertooth."

* * *

Outside of the mansion, a bolt of lightning crackled ominously overhead, and properly illuminated the HYDRA agent stationed there. Had anyone been present, it would have given a proper look at the X-Men's latest enemy. X24, the son of Sabertooth.

He was little more than a kid, physically resembling a young boy close to sixteen or so, though chronologically this was not true. His growth had been accelerated in the past few years to make it easier for him to overpower his older sibling. His blonde hair was lighter than the original owner of his DNA, and cut far shorter, in military fashion. A few stray clumps stuck up at odd angles along his head. He was powerful... very powerful. Had he been a high school student, the football teams coach would've sold his soul to the devil to get X24 as his star quarterback. His mouth was closed now, and there was no notice of his elongated canines, but they were there. His uniform, unlike his sisters, was black, skintight armor, the very latest available, covering him from neck to toe, leaving only his hands and head free. A heavy coat covered his upper body, keeping him warm and reasonably safe from the elements.

As he heard his name, he knew his time was up. Gracefully, he leapt up and rolled, landing in a crouch in the yard and sprinting across the Institute. He cut across the river at the far end of the grounds, making sure to wash away his scent so X23 and Wolverine wouldn't be able to track him.

But they'd find him eventually. And he'd finally finish off his little sister.

* * *

"Why didn't you tell us about this earlier?" asked Fury.

Dr. Risman sighed heavily, taking a few moments to collect herself. "I was unaware he'd survived," she finally replied. "Hydra ordered me to create him shortly after the creation of... er... Sarah..." she hastily corrected herself, glancing at the dark-haired girl before her. "He was separated, his progress monitored at another facility. I was informed shortly after Sarah turned seven he'd been terminated. Too dangerous."

"They lied to you," stated Sarah quietly.

"Hydra's trade in stock," spat Logan bitterly.

An uncomfortable silence descended over the table, broken then by Fury, who tugged the toothpick out of his teeth.

"So what can you tell us about X24? What's he capable of? And are there more we should be worried about?" he added. Now there was a chilling thought. Who else could HYDRA have cloned? What other DNA-altered mutants and freaks had they captured and subjected to this abominable procedure. And worse, how many of them were still alive and still under HYDRA's control.

Dr. Risman swallowed nervously. "X24 was created from the DNA of Sabertooth, you already know that. But unlike Sarah, was had an undamaged sample from the original, so there was no need to make genetic modifications. However, from what I am to understand, they wanted to create X24 to control X23... Sarah... in case she ever went rogue. A failsafe measure."

"But she didn't."

"X24 is even stronger and much more dangerous than you are, Sarah," Risman stated softly, finally meeting her gaze. "They felt he was too dangerous even during training, when he was very destructive. He often flew into dangerous rages that make Sarah's look like temper tantrums. And he's stronger than the original Sabertooth. A lot stronger. They wanted him as less of an assassin and more of a... a... a storm," she finally settled on. "If X23 was to be a surgical knife, X24 was to be..."

"A case of C-4," surmised Logan. Great, like father like son.

Sarah growled softly, not liking the picture they were painting of this pseudo-sibling X24. And she'd seen this person in action, though not up close. She somehow doubted she'd enjoyed the experience of a second confrontation. Especially if things got up-close-and-personal.

"And to answer your earlier question, Mr. Fury," Risman stated quietly, turning to face the gray-haired agent. "I do not know. There were others, yes. When we realized the healing factor was the key we tried a number of others, not just Logan and Sabertooth. And after the success with X23 I tried some genetic recomination with some other DNA we'd acquired.. so there are others. At least half a dozen of which I was aware."

Logan sucked in his breath, growling softly at that. Bad odds, even if the whole team was put together.

"I was told they were all destroyed, that they would focus on X23 first to see if the Weapon X procedure worked to bond adamantium. After it did, her training began to interact in a relatively normal environment like the outdoors, and it did not occur to me to ask about the others. I was too busy working with her. I honestly do not know. But... now I am beginning to suspect they are alive. Some of them, at least."

Fury's toothpick snapped between his fingers.

Another uncomfortable silence ensued as each contemplated what had just been said. What it implied, and what it meant for the future of one fifteen year old girl. Sarah was the one who broke it this time, by abruptly sliding out of her chair and making her way out of the kitchen.

"Damn..." swore Logan, starting to go after her. He knew where she'd be going.

"Logan!" called out Fury. Logan skid to a halt, glancing back at his former commander. "Keep her and yourself out of this. We'll handle this X24 and bring him in. And if Hydra is still up and running we'll take care of them too. But the last thing we need right now is you and Sarah interfering. My hands are tied this time."

Logan told him, in no unclear terms, that Fury could go to hell, and take Dr. Risman with him. Fury grumbled, starting to go after him and the girl both, but Deborah placed her hand on his shoulder, stopping him.

"This is not your fight, Mr. Fury. And even if it was, X24 is too powerful for even Logan to stop alone. It has to be them both who confront him."

Fury growled, crunching the already broken toothpick in his fist into splinters, but bit back a sharp retort which wasn't fit for company. Instead, he settled for using his one good eye to glare at Logan's back, hoping he'd burst into flame. But he knew Risman was right. If these agents were half as dangerous as they were being painted, they were tough. Fury had seen one mutant tear through whole platoons of his men in mere minutes, and he had no doubt X23 could easily do the same if she was inclined.

So they would have to fight fire with fire, and hope the X-Men were up to it.

Didn't mean he liked it though.

* * *

Logan stalked off down the corridor, trying to catch up to Sarah. But by the time he spotted her she'd already boarded the elevator heading to the lower levels. The doors were already sliding shut, and her expression told him in no uncertain terms not to follow her. Cursing darkly, he headed to the stairs.

He didn't find her right away. Mistakenly he'd gone straight to the hangar, but both the XM Velocity and the Blackbird were still in place. He found her instead in the equipment room. And not gathering weapons, as he'd suspected, but sitting in the far corner, legs drawn up to her chest with her arms wrapped around them. Shaking like a leaf in a storm. No tears had fallen yet, but her expression gave little doubt they would be coming soon.

Logan dropped down into a crouch beside her, hesitantly placing a hand on her shoulder. She just continued to stare straight ahead, not acknowledging his presence.

"Kid, you okay?"

"... it just doesn't die," she finally said. "Can't die. It just grows another head. We can't kill the Hydra... we can't...!" she said hysterically, finally turning her terrified gaze to look up at her pseudo-father.

"We can and will," he responded firmly. "Sarah, you listen to me and you listen good. We'll stop this guy. All of us, together. You're part of a team now, and the X-Men will always be there for you."

"No!" she said, shaking him off and slipping away. "It's because of me you're all in danger. I'll... I'll take care of X24. He's my responsibility."

"The hell he is," replied Logan with a frown.

"I don't want anyone else to get hurt," she said darkly, turning her back to him, rummaging through one of the shelves to find some of Rogue's razor-disks. "I'll face him alone."

"You'll die alone," Logan stated as a matter of fact.

"No one'll miss me," she said, finally finding the items she sought and giving them a quick inspection, flipping one open. Razor blades sprung from either end, and she nodded in approval.

"If you think that then you need a serious eye-opener, kid." She turned, about to protest, but he cut her off. "And yes, I said kid because it's what you are. Look, I know exactly how tough you are. I should know better than anyone. But you're not the only one here who cares about people getting hurt. And I guarantee everyone upstairs... everyone... doesn't want to see you get hurt anymore than you want to see us hurt. So wake up!" he roared at her.

Sarah, pushed to a breaking point, snapped. This was too much. This was too much!

Screeching like a wildcat, she hurled herself at Logan, left claws sliding free of her knuckles in seconds, ready to tear him apart. Free of its cage, her instincts lashed out at the nearest thing it could. Logan, however, was amply prepared, and his own left claws popped free with a distinct 'snickt' sound, neatly blocking hers. His arm twisted, and he held her in place, as he'd done the night they'd first met. For a while she just howled at him, tears flying from her eyes as she struggled to hurt him like he'd hurt her. But he stood his ground, and eventually, all the fight drained out of her.

She cried as her claws slid back into their sheaths, falling forward as Logan caught her, engulfing her in his arms and just letting her cry. She was tough, he knew. And damn good. But she wasn't thinking straight, so he forgave her attack on him.

HYDRA, however, he'd never forgive. Ever.

"We all care about you, Sarah. You're one of us," he said gently, patting the back of her head. "You don't have to do this alone anymore."

* * *

Rumor and gossip being what they were, coupled with living with such extraordinary individuals as the X-Men, meant that information circulated quickly. By the time Logan and Sarah re-emerged from the basement, virtually everyone could be found in the living room.

Waiting for them.

Almost as one, the younger students all but engulfed Sarah, who had to fight her instincts to flee once again as they wrapped their arms around her in what were supposed to be comforting hugs and pats on the back. It was punctuated by heartfelt apologies and sympathies towards her plight, coupled with a few good natured, if violent, comments about what they were going to do if anyone tried to hurt her.

Jamie summed it up as her clung to her, as if afraid she'd go if he released her.

"You're part of the family now."

She managed a smile at that. Forced herself to smile at that.

"Thank you... all of you. I never knew what it was like to have a family before this. But now I do. And I could not be more grateful for all of your help."

"Don't worry, Sarah, we deal with guys like this every weekend," stated Bobby. "These Hydro guys try anything with you..."

"Hydra," corrected Scott, rolling his eyes behind his sunglasses.

"Right them. They try anything I'll drop some ice down their shorts."

Sarah laughed at that, but it was bittersweet. The mental image was amusing but... she realized none of them could take this seriously. None of them knew Hydra like she did. Not even Wolverine. But she allowed none of her thoughts to betray her surface as she just asked politely if it was nearly dinnertime, and the Institute family made their way to the dining room to eat.

They loved her, she realized. And she loved them. More than anything in this world.

But that only made what she had to do... all that much harder.

Or maybe it was better this way.

* * *

**Author's Notes:  
**And so introduces X24, for whom the original story had been named.


	8. VIII

"_One shall fall by the others hand. Our destiny. We can't escape it_."  
**- Sabertooth**

Midnight. Or nearly so.

Night fell early over the Xavier Institute for Gifted Youngsters. The storm still raged outside, rain falling in buckets now, despite the efforts of Ororo to placate it. The lights winked out one by one as the evening wore on, as the students lay down to rest after yet another difficult day of school.

Sarah tossed and turned, unable to sleep. When she did finally manage to drift off her dreams were distorted and dark, wracked by nightmares. Sinister images flew through her mind, faster and faster until it seemed more like a blur.

Images of Wolverine, of Sabertooth, of herself and the other students. She saw them all captured by Hydra, dragged off to one of its remote facilities. She saw Wolverine, strapped to a table, his body being sliced open to get at the precious adamantium inside. She saw Rogue, chained to a wall, being brainwashed and experimented on, being turned into a mutant assassin. She saw Scott, she saw Jamie, she saw Tabitha and Sam, their bodies sliced open to find the secrets of their genes, to use them as weapons. She saw Rahne and Kurt, eyes lifeless, being gunned down for trying to escape.

Most terrifying of all, she saw herself. A dark vision of herself. Dark, distorted, barely visible in the light. Hidden in the shadows of the fortress. But the eyes were there, cruel, menacing... evil. X24. Her sibling.

Adamantium claws slid from the knuckles of X24... and they leapt forward to attack...!

She shot upright, claws already extended... but there was no one there. She was back at the Institute. In her bed. In her PJs, no less. No one was there. But still, she was terrified. Sarah cast a glance out the window at the still falling rain, wondering what was hidden in the darkness beyond her vision. What menace was there.

Breathe in. Breathe out.

The fear was still there. And this time, she listened to it. She reached down and smoothly scooped up her backpack, unzipping it. Books, homework, papers, and pens scattered onto the bed as she emptied it.

* * *

The door to the equipment room slid open silently. No alarm sounded. From her crouched position next to the door, Sarah slid her claw back into place and replaced the panel, covering up her handiwork. Though she was much more adept at breaking through doors and walls than disabling alarms, she had some modest skills in that regard. Even if the Institute was some of the latest tech to be found on Earth, it was still breached by good old fashioned methods. Especially by someone whom wouldn't set off the alarms by virtue of being a resident.

She was already dressed in her uniform, the dark navy-blue that bordered on black. It was the standard color at the Institute. But she'd exchanged her bright yellow boots and gloves for some of Logan's black ones. Not entirely because of fashion (though she admitted she did hate that color) but for practically. Her mission called for stealth.

She snapped up some razor-disks, which were the only lethal weapon present in the equipment room. They were mostly used by Rogue and Danielle during DR sessions, owing to their lack of offensive powers. She slid them into her backpack, along with two stun sticks and a taser, as well as a grappling hook and line. Non-lethal, but functional. Besides, there was only one she needed to kill to end this, and her own claws would be enough if it came to that. She also packed a few explosive devices, careful to choose those that had timed detonators. A flashlight and a lighter found their way into the bag, and also, as an afterthought, a communicator.

Just in case.

Shouldering her pack and slipping it onto her back, her next destination was the hangar. This part would be trickier, but she knew what to do. Quickly, she climbed up into the Blackbird and strapped herself into the pilots seat, flipping switches and preparing for takeoff. The jet began to hum to life.

* * *

He snapped awake at the sound, his dark hair ruffled, his eyes wide open even before all his senses registered to his sleepy brain.

"Damnit!" he cursed, throwing off his covers and leaping out of bed. In a sleeveless and a pair of gray jogging pants, Logan sprinted down the hallway to the elevator. He had to move fast.

* * *

She didn't hesitate as she punched in the code to open the hangar doors and eased the jet forward. She didn't even stop when she spotted Wolverine tearing after her on foot, trying vainly to catch up. She just added more fuel, pushing further on the accelerator. The SR-77 Blackbird rocketed out of the doors and past the waterfall, climbing into the horizon. Slowly, she eased up on the stick, letting the jet climb to a cruising level, then veering off in the direction she needed to go. There was only one possible place HYDRA could be hiding now. One place she could've missed. And so it was one placed she had to go.

"Kid!" Logan's voice crackled over the communication system. "Kid, don't do this! You don't need to do this-!"

She reached up and flicked a switch, silencing communications from the Institute. Sarah Howlett was no longer flying the Blackbird. She'd been left behind along with her homework and civilian clothes. Her name was a luxury she could not afford right now. She had to become a weapon to fight a weapon. X23 flew the jet that whooshed over the city of Bayville, headed westward. A tear spilled from her eyes, nearly blinding her, before she got herself under control. X23 knew where she had to go, and knew what she had to do. It was time to end this.

One way or another.

* * *

"Kid?! KID?!" Logan all but screamed into the intercom. But it was firmly out of commission. Roaring, his claws sprang free as he vented his rage on an inanimated object, tearing it to pieces. Growling, he re-sheathed them. Chuck could give him the bill for it later, right now he was mad. So without a word he reached over and yanked down the security alarm, letting red lights flash and klaxons blare throughout the Institute. No doubt it would be a rude awakening for more than one student but right now they needed to get a team together, and fast.

Logan made his way to his locker, where his uniform awaited him. He wasted no time in suiting up, even as Scott and Jean burst in. He gave them the long and short of it, and they quickly started to get into their X-Men uniforms as well.

_Logan. What's happening?_

_Bad things_, Charles, he replied. _Sarah's done a runner. Gone after Hydra by herself._

_Oh dear_, came the telepathic reply, laced with concern.

_I'm getting a team to go after her._

_Much as I hate to say this, old friend, the younger students -do- have school tomorrow._

Logan growled aloud at that, but mentally all he said was: _fine, I'll grab the senior staff. That'll be plenty_.

_I will inform them_.

Cyclops and Jean were ready by the time their conversation was over, and Storm quickly joined them, cape flapping about in an unseen breeze as Colossus, Beast, Gambit, and Rogue joined them. Normally Angel would have been there as well, but Warren was in Manhattan with his father. So this was the team that Wolverine had at his command. Not as many as he'd have liked, but any one of them alone could easily take down a battalion of soldiers or tear down an entire building without breaking a sweat.

"Let's go get back Sarah," he said, by way of briefing them. Nodding, his team began to board the XM-Velocity, taking up their seats. Wolverine went last, and was about to take pilots chair when he found Cyclops already in it. Which was probably for the best, Scott was one of the best pilots he knew of. Practically lived up in the air. But it meant Wolverine had to fly coach in the back, since the Velocity had been designed for practicality, not comfort.

The XM Velocity smoothly lifted up out of its secret hangar beneath the tennis courts, and then began to take off in the direction the Blackbird had flown, following its tracer signal.

"We've got a lock on her," said Jean from the co-pilots seat. "She's heading due west... and... wait a minute... I've lost the signal."

"Great," muttered Cyclops. "She must disabled it. How do we track her now?"

In the back, Wolverine gave a heavy sigh.

"Damnit kid, why'd you have to go and inherit my stubbornness too?"

* * *

Hours later, tired not but not quite fatigued, X23 found herself slipping silently into Japanese airspace, and silently thanked the Professor and his marvelous jet for being so up to date on modern stealth technology. She landed on the outskirts of Tokyo, well out of sight of the city and the Air Force base to be found there. Neither of which caught so much as a glimpse of the Blackbird on their radar. From there, she abandoned the jet and slipped into the city proper. She had a rough idea where she was going, but she needed confirmation.

Snagging a trenchcoat from an inattentive vendor and throwing it on, she slipped boldly into the crowded streets. Hardly anyone spared her so much as a second glance, despite her obviously being a foreigner. Finally she arrived at her destination, the Twin Dragons Restaurant. She greeted the waiter at the door and, in flawless Japanese, asked for a booth in the back. She was quickly accommodated, and idly she glanced at her watch as the waiter left her be with a menu which she didn't even glance at. Nearly seven, she mused. Idly, trying to make the gesture appear casual, she pulled open the menu and tugged a seemingly innocent piece of paper out of the confines where it was hidden between two pages advertizing food. This she laid on the table face up. Inscribed on it was the symbol of the worlds largest and most terrible of secret organizations.

HYDRA.

One of the chefs in the kitchen, spotting the gesture, nodded, and pulled an unseen lever, allowing the booth in which X23 was currently sitting to spin about. A secret passageway to the hidden warehouse. One of HYDRA's many scattered throughout the world. And while X23 had taken out virtually every one of them, along with all of HYDRA's proper installations, this one had been further down her list. Eventually, she'd overlooked it in favor of taking out the Supreme Hydra and their final base instead. An oversight.

One she intended to correct.

X23 didn't hesitate, barely waited until the booth had slid into place before she launched herself forward and caught the agents on the other side totally by surprise. Fists swung out and connected with one HYDRA agent, grabbing a fistful of his shirt as she swung her legs up to knocked the other one clean out, then used her weight to pull the original down hard, slamming his face into the ground. The third opened fire with a small caliber pistol he was holding, but X23 moved in fast, dodging the bullets and lashing out with adamantium claws, rendering his weapon useless with a clean swipe. Half the weapon fell to the ground, and she dropped into a crouch, swinging out a leg and knocking him off his feet. Before he could rise, she was atop of him, foot on his chest, claw extended, dangerously close to taking off his nose.

"I'm only going to ask once, so I suggest you not lie," she stated darkly in Japanese. "Where... is... HYDRA?"

* * *

Guard duty. One of the oldest occupations since the birth of civilization. Ever since man had stepped out of his caves and found fire, he had found himself filled with a need. A need for things. And he had grown jealous and protective of his things. When things were needed to be guarded, there were guards. And also the single most boring occupation since the birth of civilization. Because unless someone wanted to steal those things, they so very rarely provided entertainment.

So contemplated this particular guard as he went about his duty, patrolling in front of the iron door that was the secondary entrance in and out of the Hydra fortress. Located as it was in a mountain (high up one of the sides of Mt. Fuji, no less), the entrance was too small and too far up to be noticed. The main gate was much more heavily guarded. He was unaware of what was going on inside, but his lowly status as a guard forbade him from learning. Not that he gave half a damn. He followed orders because the pay was good. Much better than that involved in the Cuban Army.

The guard in question lifted his head from his monotonous duty as a noise caught his attention. From the entrance of the cave. Curious, he lifted his AK-47, clicked off the safety, and moved forward to investigate. Glancing left and right, he saw no sign of anyone. Not even the birds that sometime flew up this high.

Pity he hadn't bothered to look up, otherwise he might've seen his intruder.

As it was, X23 swung forward, slamming both fists into the unfortunate guards face and knocked him flat onto the ground and unconscious. Retracting her foot claws, which had been imbedded into the ceiling of the cave, she gracefully landed onto her feet in a crouch. Her face was expressionless as she popped a single claw and sliced the door along its edge, letting it swing open without the lock attached. Her claw slid back into its respective sheath, as she pushed the door open slowly, not wishing to make too much noise. Or at least, no more than she already had.

X23 sniffed the air softly, once. The scent was thick here. X24's lair, she realized on an instinctive level. He was definitely here. Following where the scent lay strongest, X23 made her way down the corridors, keeping out of sight of the few guards she encountered. The one sentry would probably not be missed, but she did not wish to attract further attention. She also bypassed the few security camera on the walls, though thankfully had no need to destroy them. That would've drawn attention to herself.

Her best bet was to catch X24 off guard and kill him quickly. Yet she didn't like that plan. It was dishonorable, somehow, to kill an opponent by stabbing them in the back, so to speak. She doubted Wolverine would approve. But it was still her best option. And, she reminded herself, she might not even get the chance to get that far. As it was, she made it deep into the facility, following the scent towards a set of massive steel doors. The heart of the complex. Curiously, no guards were around. No doubt HYDRA assumed no one would be able to get this far. The door wasn't even locked, by the look of it. Just palm activated. Sloppy.

Taking a breath to steel herself, she placed her hand over the sensor and let the door slide open...

* * *

In the forest near the mountain fortress of HYDRA, the trees and leaves rustled as the XM Velocity dropped down into a nearby clearing. The door slid open, and out stumbled the weary X-Men. Some had managed to catch a few winks on the flight over to Japan, but most were still dead on their feet. Not that it mattered. They still had a job to do.

Wolverine dropped down to the ground, checking for scents, but it seemed Sarah hadn't travelled down this particular pathway. However, he did catch sight of armed soldiers in the distance, and the distinct smell of gunpowder and cleaning oils.

"Are you sure this is the right place?" asked Gambit, hefting his staff over his shoulder.

"Positive. Professor X and Cerebro pinpointed her location within a mile of this spot. She's here. And so's Hydra," he added, pointing off into the distance. By now, most of them could see the soldiers even without enhanced senses.

"Alright, our best plan is to try and get in unseen..." said Cyclops, assuming what the other students playfully dubbed his 'leader mode.' Oh, how he wished Nightcrawler or Shadowcat was here, he thought. Fortunately, an alternate idea came to mind. "Storm, can you provide us some cover?"

The white-haired weather witch nodded, arms upraising as her eyes began to glow. As they did, a heavy fog began to seep up from the ground, filling the space between trees, choking it with thick white mist. HYDRA's soldiers, intent on their patrol, barely had time to radio back about the strange weather before they were quickly subdued, almost yanked into the mist by furry and silver-clad arms, vanishing. What re-emerged was the X-Men.

"Alright people, let's move out."

* * *

The doors slid open... and X23 stepped into a nightmare.

As she stepped forward and the lights flickered on, they revealed the length and breadth of the room, easily as big as the hangar back at the mansion where the Blackbird had been housed. From one side to another, it was solid, black metal walls that seemed to drink in the light. And in the center, running in a series of rows that filled the room, were a series of glass and metal columns, filled with some strange greenish liquid where black metal gave away to clear glass. A walkway was overhead, passing over the top of the strange metal tubes. As X23 stepped closer, she saw each column also had a series of markings on it. Hesitantly, she stepped down the path between them, reaching out a hand and waiting for her eyes to adjust to the light to read properly.

And her eyes grew wide as she did. Her hand came back, coming up to her mouth to smother a silent gasp of horror. On the side of the column, just below the liquid-filled glass, was two letters. 'X7'

Not columns, she realized. Tanks. Containment tanks. Birthing tanks.

Her head whipped around, her burgundy tresses lashing about from the speed as she looked at the tank beside it. X6. And the next two, in the other direction... X6 and X8. They were empty but... unable to stop herself, she started to run, passing the other tanks, heading towards the center of the room. She skidded to a halt as the name that would haunt her forever rose out in prominence.

'X23'

She shuddered, her whole body convulsing as her memories came back to her in a rush. The experiments, the training, the torture... angrily, she grit her teeth, pulling on her discipline and angrily clamping down on her memories, just as Wolverine and Rogue had shown her. Pushing them back into the darkest, deepest corner of her mind.

"That's not who I am," she said aloud, indicating the marking. "I'm Sarah Howlett."

_Or I will be again, when this is over_, she thought.

The statement calmed her a little, reassured her, and after a deep breath, she relaxed. She had to remember why she came here, after all. The mission.

That thought snapped her back fully to reality, and her eyes grew cold again. They swept past her empty tank to the next one... and there it was. X24. And several others past it... all as empty as hers. She slid along and through the ranks, observing, but when she slid down to the tank containing X29, her eyes went wide with horror again. For this tank actually contained something. Sleeping inside of the cocoon of thick green goop was a form. A baby not more than six months old... but already it was showing signs of experimentation. Tubes ran to and from its arms and the back of its head, a mask was in place to help it breathe. Its features were female, white of skin, with a thin fuzz of dark black hair clinging to her head. The tube next to it also had a child, even less developed, a pre-birth fetus with indistinct toes and fingers. Inside each tube after that was the same. A baby, a fetus, or no more than a cluster of cells in some stage of growth.

X23's fist clenched as she struggled to hold back her dark emotions, on the verge of surging forth in a berserker rage. Her teeth ground together angrily at the immorality, the sheer evil she was witness to. She had nothing but hatred for the people who'd done this. Raw, naked hatred for each and every one of them, save Deborah. She'd done this, but her own guilt was punishing her enough. Killing her would end that punishment. And, she realized, Deborah did try and help. If not for her... she didn't even want to think about that.

Suddenly, the doors behind her started to close. Whipping her head around, X23 watched in horror as they sealed shut, locking into place, trapping her within. But more terrifying than that was the figure who had entered behind her, and was now locked in the room with her.

X24. It must have been. He matched the descriptions Deborah had given of him, a young blonde boy not much older than she was. He was big though, powerfully built, and clad in a dark red Kevlar uniform which doubled as body armor. If she had any doubt in her mind who he was before, the 'X24' marking on his uniform, just over his heart, confirmed it. He carried no weapons, but she knew that meant little. Like herself, X24 had been engineered to be a living weapon. A grin stretched across his face, and his wickedly sharp teeth glinted in the light. X23 gaped, recognizing that glint. Adamantium.

"Hello sister."

* * *

**Author's Notes:  
**Showdown time!


	9. IX

"_Not entirely. I had to make a few genetic variations. Unfortunately that caused some instability_."  
**- Dr. Deborah Risman**

High above the gestation chambers, or 'the birthing room' as it was sometimes affectionately referred to, was the true command center of the HYDRA installation, a wide room filled to the brim with computers, technicians, the works. A raised upper level dominated the back of the room, and was largely empty, save for a stylized steel throne designed to resemble a serpents maw. Sitting rather comfortably in the plush vinyl seat that was the throne of HYDRA, a pale, green-haired woman sat. Graceful fingers slipped forward, tapping the computer console built into her armrest. Instantly, at the opposite end of the room, the wall slid apart, revealing an enormous viewscreen. The image played on it was that of a room several floors below.

It was where X23 and X24 had, at long last, confronted one another.

A smile stretched across green lips as Andrea VonStrucker, known in certain circles as Viper, and more commonly to her underlings as Madame Hydra, watched the scene start to unfold. She would enjoy the coming fight, even if she already knew who was going to win. X23 was last years model, outdated and unpredictable. She'd been replaced. Now she needed to be destroyed. To protect their interests.

"I do hope this won't take long," she murmured idly, leaning back in her chair and resting her chin on her fist.

"I should hope not," hissed the voice of the only one standing beside her. Idly, she glanced up, spotting the black uniform coat and goggles of the pale little ghoul who called himself Colonel Wraith. "But once X23 is subdued it should be no trouble to obtain what we need. Are you quite certain you don't want to have her brainwashed again? She could be useful..."

She shook her head. "No, I think not. She's too stubborn, just like her father," she spat bitterly. "Once you're done with her I want the body incinerated."

He nodded. "Consider it done. Well, I believe everything is in order here, I will return to my laboratory to await X24's delivery," he said. Giving a small bow, the bald little man scurried out of the room, away from the light, back to the darkness and quiet of his laboratory. Viper shivered in disgust, she always walked away from a conversation with Wraith with a bad taste in her mouth. Idly, she wished she could've brought up a martini, but alas, it would have to wait until after the clone duel.

Smiling to herself, Viper lay back in her throne comfortably to watch the ensuing show.

"Madame Hydra?"

A heavy sigh escaped her lips. "Yes, vhat is it?" she asked with something close to a sigh. Honestly, sometimes trying to rule the world was really taxing. Especially when it meant being constantly interrupted by annoying little underlings and henchmen.

"Ma'am, you definitely want to take a look at this..."

Viper grumbled and slid out of her chair, marching over towards the unfortunate soldier who'd drawn her attention. Seeing her ire, he wasted no time, pointing to the security screens in front of him. Two had already gone to static, but the third clearly showed an intruder. An intruder Viper recognized. Emerald eyes widened fearfully, and she shivered underneath her heavy coat, though she tried not to let it show overly.

"Not him... not now..."

"The intruder is making his way towards the barracks," stated the soldier, obviously not having her heard her. "I can send some troops to cut him off..."

"Don't bother... they'll be slaughtered. Evacuate those areas."

"Yes, ma'am," he replied, issuing the orders as Viper continued to watch the figure on the monitor. This was the worst possible time, but she was prepared for trouble this time 'round.

"Send Gauntlet to deal with him," ordered Viper.

Suddenly an alarm rang out, and bright red illuminated the room as flashing lights and wailing sirens picked up. Cursing in Russian, she quickly turned back to the hapless technitian. "Vhat is going on now?!"

A few quick tap of the keys and he'd called up the answer. It seemed the X-Men were breaking in the main gates. A well-placed optic blast had opened a hole in them, and a pair of sturdy metallic arms had torn them further apart, allowing Wolverine and his team entrance. Guards were already scrambling, but they were hopelessly outmatched. Wincing, Viper brought her perfectly manicured nails up to her teeth and bit down on them hard, thinking fast. They had to delay the X-Men in order to get what they wanted from X23. But if Gauntlet was already dealing with their other guest...

"Ov course!" she breathed in realization. Two birds with one stone. Or rather, two birds wiping one another out. "Qvickly, get a hold of Gauntlet, tell him not to engage. And activate internal security. Slow them down!"

The technicians hurried to comply, even as Viper's gaze drifted back up to the main screen above. For his sake, she hoped X24 finished off his predescesor quickly. Or things were going to get very, very messy indeed. Sauntering back to her throne as if nothing was amiss, Viper activated a comm. link and whispered into it, making sure no one else heard her, save those on the other end. "Prepare my helicopter. Immediately."

* * *

Elsewhere, in the chambers of her birth, X23 regarded her enemy, mind racing. She hadn't planned on this, she was hoping to be the ambusher in this scenario, not the ambushee. Still, nothing to do now but fight. The alarms ringing throughout the rest of HYDRA's fortress were not evident here, and the doors were pressurized shut, to say nothing of inches thick. Neither of them realized their duel could be interrupted at any moment. They were completely shut off from the outside world.

"It is good to finally meet you, sister," stated X24, taking a few short, calculated steps towards her. X23 instinctively backed up, sensing now was not the time to be making any hasty moves. Her claws remained sheathed for the moment as she sized him up. He was big, sure, and she knew he was fast as well from the trip up in Canada. But probably not as fast as she was. Speed would be her ally here.

"You are no brother of mine," she replied firmly, clenching the fingers of her left hand into a fist and finally allowing two adamantium claws to slide free with a distinct 'snickt' sound.

X24 didn't bat any eye. If anything, he looked ready to laugh, reaching down to grasp his sides... and then suddenly in motion, hurling a dart at X23 that he'd palmed from his belt, aiming for her head. X23 dodged, twisting her body and following through with a cartwheel that slipped her behind one of the birthing tubes and out of sight. She tensed, preparing to move out of the way the instant it was hit.

Thankfully, it wasn't. HYDRA must have wanted the other clones alive, so X24 was under orders not to damage them. Though something wasn't quite right.

"Good shot!" she called out, making conversation despite being in the middle of a fight. Without waiting for a reply, she zig-zagged between the columns to hide behind another one. "But you might want to aim a bit lower next time if you're trying to disable me!"

Laughter, cold and dark, echoed throughout the room, and despite herself, X23 felt a shiver of fear wash over her.

"Disable you?" came his voice, seemingly from everywhere and nowhere. "Hydra does not want you disabled. Hydra wants you taken down. Six feet under, to be precise."

That startled her. It didn't match with Hydra's tactics. "I thought I was to be their weapon?" she asked, darting behind another column, lifting up her arm and using her claws as a mirror, trying to pinpoint her enemies location. The walls were echoing any sound in the room, and his scent was being washed away by the chemicals used to keep the clones alive. No doubt he'd anticipated this and chosen the battlefield accordingly.

"You were," his voice came again, smug to the extreme. She caught a glimpse of something in her claws reflection, but by the time she looked properly, he was gone. "But I am more than sufficient to replace you. We don't need you, X23. But there's something my employer wants back. Besides your life."

Something clicked, and her eyes opened wide in shock. Of course, that's why she was being kept intact. They didn't want her alive. They wanted to make sure she wasn't too badly damage so they could retrieve the adamantium claws. They wanted to use them for their own ends. Their own agents. Their own weapons.

A roar split the air, and X23 barely had time to turn before X24 came barreling down and slammed her full in the gut, knocking her to the ground.

* * *

Victor Creed was not a hero.

Not by any stretch of the imagination would anyone call him that. Especially not the people he knew him. He was a killer, a mercenary, and a henchmen who hired out to whomever could pay him. And those people that could meet his price, more often than not, were the sorts that had tainted souls far darker than his. He'd killed, he'd destroyed, he's 'caused chaos wherever he went, simply because it was in his nature to do so. While Logan and even Sarah tried to fight the beast within, to cage it, Sabertooth reveled in it. The freedom. To do whatever he wanted.

So, he thought to himself. What the heck am I doing here?

The door slid open, and he stepped forward, his thick, iron-nailed boots making a very loud clanging sound on the ground as he stepped forward with relentless purpose. No one was stupid enough to try and get in his way. HYDRA knew his capabilities, they'd avoid him so as to avoid the unpleasant deaths of their loyal troopers. People like him, hired out to kill. He had no moral qualms with ripping them apart like tissue paper if they got in his way.

But just because he didn't feel bad about killing people didn't mean he had no morals what so ever. Sabertooth had his own code of honor. And what Hydra was doing here was wrong. He would've thought that even before he found out he was involved. Now, it was personal. And he was going to tear this entire place apart piece by piece.

The next door refused to open, so, with a growl, he ripped it clean off its hinges...

... to come face to face with Wolverine.

Despite their talk less than a week ago, despite their attempt to call off their age-old feud, the wounds buried beneath the flesh ran immeasurably deep. Here, in a fortress both called enemy, their instincts were howling to fight. Seeing each other again was simply too much, and they both answered those instincts. With a growl, the two longtime rivals clashed, Wolverine's initial attack knocking them back down the corridor. Beyond them, Sabertooth spied more of his X-Men. Growling, he grabbed his opponent by the shoulders and tossed him clear down the opposite corridor, where he rolled to his feet and his claws flew from their sheaths.

"Go on!" Wolverine shouted to the other X-Men. "Take the other corridor, find Sarah!"

Cyclops nodded and the X-Men broke off, leaving Wolverine and Sabertooth to clash. Only Storm lingered, against orders, watching from a safe distance in case she was needed. Wolverine's claws were out as he swung them with wild abandon, trying to rip Sabertooth to pieces, but the bigger man was fast despite his size, and neatly dodged or blocked every such attack. He caught Wolverine's arms and gave him a vicious headbutt, though he quickly regretted it. Giving a man with an adamantium skull a headbutt was never a wise idea. Still, it did knock Wolverine back a bit.

"What the hell are you doin' here, runt?!" he roared, backhanding Wolverine and sending him crashing into a wall. Unsurprisingly, he grimaced in pain but did little else, as the two now started to circle one another. Their initial reaction, pure rage, was being replaced by the cooler, more calculating parts of their minds.

"Me?! What're you doin' here?! You lied to me, didn't you?! You're workin' for Hydra!" Wolverine accused dangerously.

Sabertooth growled, low and menacing. "I got my principles...!" he replied. "I don't work for people who do experiments on people like us!"

"Yeah right!" retorted Wolverine. Sabertooth released a full-throated, deep roar that made the walls vibrate. The sort of roar that sent African lions scurrying for cover.

"I don't have time for this! I wanna end this as much as you guys do! This is personal now... those guys took some of my DNA!" shouted Sabertooth. Wolverine growled, sizing up his opponent, wondering if Sabertooth was being truthful. And even if so, could he be trusted.

Reluctantly, Wolverine sheathed his claws and relaxed his stance. Relaxed being relative.

"Alright... those others have a head start... let's go!" he said, making his way down the corridor to catch up to the other X-Men. Sabertooth followed after him, keeping up with the shorter, dark-haired man in front of him. He supposed things would go easier with the runt to help him, though he'd rip out his own eyes before he admitted it. Literally. They'd heal. His pride was not so easily restored. However, as the two of them, plus Storm, made their way down the corridor, the doors slid shut, cutting them off from the rest of the team. Sabertooth growled, slamming his shoulder into the door to try to knock it down, but nearly got knocked down himself. That door must've been at least a foot thick.

"'kin hell?" he spat.

"It's Hydra, they're trying to separate us," surmised Storm.

"Divide and conquer," Wolverine added, nodding in understanding.

* * *

X23 and X24 rolled on the ground before the former managed to halt their roll and kicked, using her legs to push her pseudo-brother off of her, sending him crashing back into one of the birthing tubes labeled 'X33.' It shattered, spewing it contents on the ground, green goo splattering everywhere as X24 growled darkly, regaining his feet. X23 wasted no time in doing the same, smoothly sliding into a crouch, and extended the claws on her other arm.

X24 roared, doing a fairly passable imitation of his sire, and charged forward, but X23 was ready. Smoothly, she lashed out with her arm behind her, shattering another tank, and let the goo splash down to blind X24, who threw up his arms to protect his vision. She launched herself forward in that moment, grabbing his shoulders and throwing him against the far wall, which echoed with an ominous metal clang. X23 took advantage of this lull in the battle to shrug off her backpack and toss it into the far corner. She'd been lucky their tussle earlier hadn't activated the explosives, but she couldn't afford to gamble a second time. If she survived this -then- she could blow the place to hell.

_If she survived_, she thought again, as X24 launched himself forward, claws swinging, teeth bared. She sidestepped, but his attack had been a feint, and his second blow nearly tore her cheek off, leaving three wicked gashes as she went flying through the air.

"Not so tough now, are you sis?!" he roared.

Grimacing, she stood, running a hand along her cheek. The wound was already healing, and in seconds, completely gone. "You think I should be scared? I've met jocks in High School scarier than you," she taunted.

If her goal was to enrage, she more than succeeded. As she'd suspected, X24 had far less control over his temper than she did. He was undisciplined. His strength may have been his ferocity, but that was his downfall. Something she could exploit. The son of Sabertooth hurled himself forward, and she flipped backwards, launching a kick that caught him in the jaw and sent him flying.

She landed gracefully on her feet.

He landed with a thud at the far end of the room.

* * *

Meanwhile, the rest of the X-Men were making headway deeper and deeper into the HYDRA complex. What little opposition they did encounter was quickly dealt with by some telekinetic shields from Jean, deflecting weapons fire, and then by a retaliatory blast by Cyclops or a few exploding cards by Gambit.

A thick metal door obscured their way, but Colossus simply grabbed a great fistful of either side and tugged, pulling it open and pushing it wide. On the other side, nearly two dozen HYDRA troopers were already positioned, half crouched, all with weapons trained on the mutants. Jean quickly threw up a shield to protect them as laser-fire split the air.

"Anyone else get the feeling we're going the wrong way?" asked Rogue sarcastically.

"They're trying to keep us from reaching Sarah," replied Cyclops, letting loose an optic blast which knocked down two soldiers. Beast and Colossus moved in to quickly dispatch the others. "We have to keep moving."

As the team moved forward, a whirring sound behind them caught their attention, and to their horror, they saw the doors they'd just come through sliding shut. Or rather, a second layer behind them, since the originals had been badly warped by Colossus. A second wall/door was sliding down in front of them, about to cut them off.

"Nonono!"

Beast slid forward on his back, arms extended, and caught the door just before it was about to crush him. Grunting from the weight, he managed to hold it long enough for the much stronger Colossus to grab a hold and force it higher. The other X-Men were quick to duck under and escape, especially since it seemed HYDRA was releasing poisonous gas into the room they'd just exited. Waiting until the last of them escaped, Colossus then released the door (safely on the other side) and let it slam shut with an ominous metal clang.

The X-Men panted heavily after their impromptu run and escape, taking a moment to recuperate that not even Cyclops protested against.

Gambit slumped against the far wall. "Okay chere, we goin' da wrong way."

The auburn-haired belle smirked at the nickname, though she was too tired to reply from the impromptu rush out of the gasing chambers. Reaching up to brush a white strand out of her eyes, tilting her head up... and suddenly an idea came to her.

"Ah have an idea. Cyclops, how do ya feel ahbout splittin' up?"

* * *

"If you know what's good for you, you'll stay down," X23 spat out darkly. "I don't wanna kill you."

X24 chuckled darkly at that, though he pushed himself onto his feet shakily. He was hurting, that much was clear, but still a threat. But she felt confident she could take him. However, to her surprise, he didn't resume the offensive. He just kept laughing, full-blown now. Puzzled, she couldn't quite get the joke. But she immediately felt a sense of apprehension as he brought two fingers to his mouth and blew. A sharp whistle rang through the air.

"Time to play!"

Sarah's head snapped left, then right, as dark figures began to descend from on high. The door up there was sliding closed again, sealing them all in, as figures in dark suits dropped down onto the floor beside X24. Not your typical HYDRA flunkies and henchmen either. And her forest green eyes opened wide with horror as she realized who they were. If she didn't, the convenient numbers on their uniforms helped spell it out. This explained the empty birthing tubes following her designation. HYDRA had been busy indeed.

X25 was slender, almost painfully thin to behold, and pale to the point of being albino. She didn't look a day over fourteen, with high cheekbones and distinctly asian features. Her hair was a rich red color, and her eyes a brilliant emerald that stood out in sharp contrast to her pale skin. She flexed her fingers, and long, adamantium claws extended from the tip of each finger like razor nails.

Beside her, X26 was closer to twelve years of age, and her skin was a rich blue hue that immediately reminded her of Nightcrawler. Her hair was a paler blue, almost cyan in color, and cropped close to her head. She had no fur, and normal hands, but a tail lashed out behind her, and the tip flashed in the light. Adamantium.

X27 looked almost like the spitting image of what must have been her DNA donor, the same nose and cheeks and mouth, the same build to her body, but her eyes were a pinkish hue. And instead of a white stripe, her entire head was covered in ivory curls. She sported no weapons, and no sign of adamantium, but it could have easily been hidden at the moment.

And the final one, X28, was a dark-skinned boy no older than ten, at most. His eyes were dark onyx, his hair black as pitch, cut short in military fashion. As she watched, he flexed his tiny arms, and rows of metal spikes emerged from beneath his uniform, covering him like a porcupine. A very deadly porcupine.

"Surprised, sister?" asked X24, smugness firmly back in place as he flexed his shoulders. "Or did you really think we were the only ones?" He chuckled darkly at that, and started to advance. The others did as well. Claws and teeth and spikes of all shapes and sizes were raised offensively, glinting metallic in the harsh light as they advanced on her, closing the distance. Cutting off escape. Her dark siblings, family by virtue of the circumstances of their birth, if not by blood.

X23 took an instinctive step back, claws upraised, ready for a fight she could not win.

Her dark brother cracked his knuckles. "Time to have some fun."

They came at her all at once. From every conceivable angle. One moment they had been advancing on her slowly, forcing her further and further back. The next moment, they were a flurry of motion, all claws and teeth and spikes flying through the air with the intent to tear her apart. X23 reacted as she'd been trained to do, her body in motion even before proper thought entered her head. Tensing her legs, she leapt forward into the attack. Her booted feet slammed into X24's chest, knocking him backwards as she pushed off, launching herself into the air. X26's wild leap therefore missed her, her arms encircling around air as X23 headed towards the overhanging walkway. Her hands found purchase, and she vaulted herself up and over onto it.

X26 wasn't far behind. The blue clone was relentlessly persistent and almost twice as agile as she was, vaulting up to the second level as if it was easier than stepping off a ledge. She never spoke, not a word, not a sound, she just launched herself forward, throwing a high kick that caught X23 hard in the jaw, reeling backwards. Her cerulean sibling followed up the attack by leaping forward and grabbing her shoulders, holding her firmly in place, as her tail lashed forward. X23 tilted her head, barely able to avoid it. The second time the adamantium tip cut a line across her cheek, drawing blood before her healing factor kicked in. Not wanting to trust her chances with a third strike, X23 retracted her claws and launched a vicious punch that caught the other girl full in the stomach, doubling her over. Her second fist flew through the air, catching her in the jaw as she flipped backwards, sending her flying through the air to land with a crunch on the far end of the walkway.

Not having time to relax, X23 was nearly turned into a pincushion as metal spikes shot through the air like bullets, peppering the walkway as they flew from the arms of her youngest pseudo-sibling, X28. His abilities seemed to be similar to the former X-Man Spyke, whom X23 had never met in person, but read detailed files on. But the spikes (and presumably the skeleton) of this clone were a strange organic-metallic substance. Not as hard as adamantium, but certainly still dangerous.

Gracefully, she launched herself up and over the other side of it, vanishing down amongst the glass and metal columns of the birthing tubes. She needed some time to recuperate, to...

Heavy arms suddenly wrapped around her, pinning her own to her sides. "Gotcha!"

X23 screeched like a wildcat, but X24 had her firmly in a grip that could've crushed her in two. Worse still, her arms were pinned at her sides, her claws largely useless. She could not resist as the pale X27 darted forward and reached up to grab either side of her head.

"Do not worry," she said with an eerie smile. "This will not hurt a bit," as her bare palms slapped down against X23's cheeks. As she did, any question of her parentage was quickly dispelled. During her stay at the Institute, the former assassin of HYDRA had once accidently brushed against Rogue during one of her trips to the shower, since the latter had been in only a towel at the time. The draining sensation she'd experienced had been brief, more of a shock than anything else for the two girls.

This, however, was much worse. And contrary to what the pale girl told her, it hurt. A lot.

X23 screamed as she felt her life force starting to drain away...

* * *

Madame Hydra grinned as she watched the display going on in the birthing chambers. She had been a touch concerned when her original plan had fallen through with X24, but now it seemed the remainder of the clones were finishing things up quickly. And despite the chaos and panic that the X-Men and the Weapon X rejects were causing in her fortress, she was even starting to enjoy herself. Idly, she leaned back in her chair, crossing her legs, and continued to watch as X23 screamed...

... when suddenly a glowing playing card drifted down from somewhere near the ceiling, floating down to land in her lap. The edges were a faint crimson, like it was aflame, and to her terror, she saw the image of a Ace of Spades on the front.

Her hand shot out, and she threw it with wild abandon, not caring where it went, knowing full well it was about to go off, so she tossed and rolled, covering her head...

And it gave off a tiny poof as it did finally explode. About as dangerous as a firecracker.

"Too much sensitive equipment in here," came a Cajun-accented voice, as Gambit dropped down to the ground beside Viper's throne. Armed guards quickly leveled their weapons at him, but he barely batted a crimson eye, instead leaning back against the throne. "Now now boys, don't be doin' somethin' stupid..." he said, reaching out a gloved hand. Fingers touched the armrest of Viper's throne as she peered up at him. The whole thing started to glow crimson, like it had caught fire. "I let go now, your boss is splattered all over this room."

The guards did not lower their weapons, but neither did they fire either. Well-trained, he saw. Rolling his eyes, he turned to Viper, who still hadn't moved.

"Tell 'em to stop, or Gambit won't be held responsible for his actions..."

Viper spat out an ugly word in Russian and tried to launch herself out of the chair, but Gambit's metallic bo-staff swung out and hit her in the mid-section, knocking her back into her seat. "Hey! Chere! She ain't been too cooperative like... little help down here?"

Rogue dropped down gracefully from the open service duct at the roof of the room, landing on the opposite side of Viper's throne. She, like Gambit, was acting completely casually despite the many weapons trained on her, and even took some time to dust off her uniform. It had been messy in the ventilation shafts, after all, and they'd just crawled about a quarter mile through them.

Having Gambit admiring the view from behind hadn't helped much either.

Slipping off her glove, Rogue tapped a finger to Viper's forehead, and the older woman was out like a light, even as Rogue winced, absorbing her life-force and memories.

"Arrrghh.." she said with a grimace, placing a hand to her forehead. Gambit glanced at her in concern.

"Rogue, you alright?"

"Ah've been better... that woman's thoughts... so violehnt..." she muttered. Idly, she glanced over at the guards, then Gambit, who still had a very firm grip on the chairs. Then, new memories coming to her, she glanced up at the computer screens, and quickly made her way down to the control monitors. Several of the guns started to follow her, but the glow around Viper's chair suddenly brightened, as Gambit wagged a finger with his free hand at the guards.

"Oh mah god," mouthed Rogue, as she peered up at the screen. "It's... it's us..."

"She ain't as pretty as the original," Gambit managed to say, though even his levity seemed forced as he too spotted the connection. Clones of some of the X-Men were fighting down there, and that was downright disturbing, if not plain evil. "Cher, see if ya can't get in touch with One-Eye. I don't know how much longer I can keep this up." At least, not without killing Madame Hydra, he thought. And though he was still struggling with the X-Men concept of 'thou shalt not kill' he was sticking with it.

Rogue nodded, quickly finding a control console and shoving the terrified techie out of the way. Reaching down for the mike, she flicked on the intercom. As she did so, however, she started flicking switches and turning knobs, opening up doors and powering down automated defenses across the base. Or in some cases, powering up and switching from 'friendly fire' to automatic. HYDRA's own troops quickly became pinned down and useless as they were running for their lives from their own defenses. High up in the control center, the infamous Rogue of Bayville grinned. She did ever so enjoy payback.

A piercing sonic sound split the corridor, as Sabertooth, Wolverine, and Storm grabbed their heads instinctively, covering their ears. For all the good it did them. The sonic weapon penetrated the flesh and went made their skulls vibrate. Wolverine's metal laced bones gave him no protection this time. If anything, it sounded worse for him. Sabertooth and Wolverine, in the front, weren't able to keep to their feet, and Storm's legs were already wobbling. Soon they'd all be unconscious.

At the far end of the corridor, Gauntlet nudged up the power of his sonic bazooka, grateful for the high-tech gadgets HYDRA made and having them available to himself. Conventional weapons were all well and good, but this sort of thing was a lot harder to block, and if he amped up the volume just a bit more, he'd liquefy them all. A grin stretched across his ugly features as he proceeded to do just that.

Thankfully, help was on its way.

Eyes burning like twin stars, Storm lifted her head, gaze focusing on Gauntlet. As she did, the wind picked up, blowing her ivory locks in the breeze as the Weather Witch called on her power. A gust of air shot from the room to slam into Gauntlet, though to his credit the mercenary refused to budge. However, the lightning bolt that followed, lancing from Storm's outstretched palm, did considerably more damage. Thankfully, it only fried the sonic bazooka. Gauntlet angrily tossed it aside, even as he fought to keep his stance against the wind.

"You'll pay for that, witch!" he shouted, grabbing the energy pistol at his side and opening fire, using his cybernetic eye to guide his shot.

The energy lanced through the air, but instead of hitting its target, the startled Storm, it impacted against the chest of Wolverine as he threw himself in front of her. Howling in agony, he was flung clear through the air to slam into the far wall, collapsing bonelessly.

Gauntlet wasted no time in continuing to shoot, hoping to finish them off, but a roar from Sabertooth cut him off, and before he could bring his weapon to bear, the bigger mutant clamped a massive hand down onto his wrist, shattering his bones. A vicious backhand slammed him up against the wall, and Gauntlet fell to the ground, unconscious.

"How's the runt?" Sabertooth snarled over his shoulder.

Storm, despite herself, checked over her teammate, finding the wound was shallow, and already healing. It left a rather bad mark on his uniform, but that seemed like the worst Wolverine would walk away from it. As if to prove the point, he sat up, clutching his head. "Been better..."

"Yeah well nap time's over... let's keep moving," snarled Sabertooth, grabbing hold of the next door and tearing it off it's hinges, hurling it down the corridor in the opposite direction. Suddenly, however, he stopped, sniffing the air. "You smell that?"

Wolverine frowned, testing the air. He knew that scent. And it only took him a minute to identify it. "Wraith."

His nemesis grinned wickedly. "Yeah... what do you say we pay him a visit?"

A grin stretched across Wolverine's features as his headache subsided, and he pushed himself to his feet. He was about to respond in the affirmative when a hand came down on his shoulder. Sky blue eyes caught his, and then Wolverine... Logan... remember why he'd come here. For the mission. For Sarah.

"Runt! You comin'?!"

"Not now Creed!" he roared back, slapping a hand over his communicator. "Cyke? What's the latest?" Beside him, Storm managed a smile, pleased her message had gotten through.

The field leaders voice crackled over the comm. "Wolverine, thank god, we thought we'd lost contact with you. Where are you?"

"No idea, kid," he said, glancing down the way as Sabertooth vanished out of sight into the dark room ahead. Nodding, he beckoned Storm to follow, and they took off another way. "We got turned around. How about you?"

"Rogue and Gambit got us intel on the base, they're up in the command center with the brass. Relay communications, they'll guide you to us. We're heading to Sarah's location now."

"Alright, we'll be there quick as we can," replied Wolverine.

"And Logan? Hurry."

Wolverine snapped off his communicator and nodded to Storm. Even as they sent a message to Rogue for directions, they picked up the pace. _Hold on kid_, he thought. _Cavalry's comin'_.

* * *

**Author's Notes:  
**Now you can no doubt see why I remodeled the title. Credit is also due to Comet-hime, for her assistance in the first run, as well as the general inspiration of X26, which spawned this rewrite. I totally recommend her works. Art or fiction, she's just amazing.


	10. X

"_I succeeded in creating the ultimate weapon_."  
**- Dr. Deborah Risman**

It was a terrible sensation, really, to have your life drawn out of your body. X23 equated it to a situation once where HYDRA had endeavored to learn about her regenerative limitations by cutting a hole in her stomach and letting her bleed out... every time it healed, they did it again. And the more blood she lost, the weaker she got, until by the end she had nearly been delirious.

However, that same brutal training was what was going to help her survive here and now. Pushing aside the pain, X23 kicked up and, using her unwitting brother for assistance, lashed out with both legs, catching the white-haired X27 full in the face with her heavy boots. The other clone went flying to smash into one of the birthing tubes, shattering it, spraying yet more green goo all over herself and letting half splash over the floor, making it slick. Wasting no time, X23 launched her elbow backwards, catching X24 full in the solar plexus. The son of Sabertooth's eyes bugged out as all the air was knocked from his lungs, but this didn't stop X23 from grabbing his arm and flipping him over her shoulder, sending him sailing through the air. He slammed full into X27 just as she was struggling to her feet, knocking her back down and letting her head slam against the broken metal tank she'd just destroyed. Hopefully that would keep her down a bit longer.

A sudden flurry of movement caught her eye, and acting purely on instinct, X23 dodged as more metallic darts flung past her. Several dug into her sides, but fortunately they missed doing any serious damage. Hurt like crazy though. She retaliated, palming some of the razor disks at her belt and hurling them over towards X28. Three he shot clean out of the air, displaying incredible accuracy. The fourth he raised his arm and sheathed it in metal, destroying the disk, before allowing the metal to slid back under his skin.

As she landed, X23 ducked behind one of the cylinders again out of sight, and tugged the darts out of her skin, letting her regeneration kick in to properly heal her wounds as she held up the little darts. An idea came to her.

Reaching down to her belt, she grabbed up the lighter she'd pocketed earlier, and flicked it open, holding it close to one of the containers... hoping that HYDRA would care enough about the abominations it had created in order for...

A spray of water spouted out above her, spewing out its contents as lights flashed in the birthing chamber. Similar spouts lining the room began spraying, incorrectly believing the room to be in fire. Between the flashing lights and the spraying water, all sounds and sight was cut to almost zero. In the chaos, X23 vanished like a ghost from her pseudo-siblings. A grin stretched over her lips. Her hunch had paid off. Seems instincts sometimes had their good points too.

Now it was her turn to do some hunting.

* * *

Much less ostentatious than Madame Hydra's throne room, the laboratory of Colonel Wraith was simple and utilitarian. Black walls that drank in the light, save for the necessary fluorescents overhead. The only real similarity was the viewscreen on the far wall. Usually he used it to watch old footage of his Weapon X experiments, hoping to find the flaw behind his original design. Today, he was using it to monitor the fight down below in the birthing chambers.

He almost didn't notice when a bang came at the door, subconsciously dismissing it as an underling come to annoy him. He wouldn't put up with it right at the moment. He had much more important things to...

Another bang came, louder this time. And then another, and as Wraith turned, his eyes widened behind his goggles as he saw the metal was starting to dent under the blows.

No... it couldn't be...

With a final thud the door fell open, no longer supported by its hinges. The guards outside were nowhere in sight, and judging by the individual who'd just stepped through the doorway, they were probably long dead by now. A low growl emanated from the figure as he stepped out of the darkness and into the light where Colonel Wraith could properly se him.

Vicious black claws were lifted up as Sabertooth drew himself to his full height, towering over the fearful Wraith. "You, and me, need to have a serious talk."

* * *

"How're we supposed to find her now?" spat X27, damp curls clinging to her head. X26 shook her head, tail lashing about angrily as she glanced left and right, trying to find a sign of her prey.

Water continued to spray down over the room as X24 stepped forward. "Spread out!" he ordered, taking charge of the group. "She can't get out of here, the doors are sealed and they're feet thick. FIND HER AND KILL HER!"

The clones dispersed, moving between the glass cylinders, paying no mind to the thought that they had been born here, in this very room. All emotion had been stripped off them but mindless rage, they were nothing but weapons. As she watched from her hiding place, underneath the walkway above them, X23 could not help but feel a twinge of pity. This was what she could have become if she had not escaped from HYDRA. This is what she could have become if the X-Men had not saved her. But now she had no choice. She had to end this.

Screeching like a wildcat, X23 dropped down, slamming her booted feet onto the shoulders of X24 and bearing him to the ground. Without waiting to see how badly this hurt, she was already moving, claws flying from her sheaths as she swung her arms at X28. The young boy sprouted identical claws from between his knuckles, but when they collided, it was clear they were not nearly as strong as adamantium. X23's blades sliced clear through, and she followed through with a vicious elbow-jab to his face. This proved a mistake, however, as his skull rang at the hit. Half-expecting that, even counting on it, she then swung around and low, lashing out with a leg and knocking him off his feet. X28 hit the ground hard, nearly cracking the floor from the impact, and lay there. Iron bones meant he must've been a lot heavier than he looked, so he'd take a while to get up.

"You'll regret that!"

Good thing too, because X25 was launching herself at X23 now, ten metallic blades flashing through the air. X23 countered with her own blades, and the air became alive with the swish-swish of metal and the occasional ringing of adamantium as they collided. Nor did the redheaded asian hold back, she was attacking with everything she had. However, this proved her undoing as X23 caught the sound of a bootfall behind her. Rather than dodge the next attack, she grabbed a hold of her enemies hand and spun, shoving her forward at the same instant she missed. Instead of hitting her, five terrible long blades sank instead into X27's stomach. The white-haired girl gasped in shock at the sudden hit, and this was more than sufficient for X23 to follow up her attack with a vicious roundhouse kick that sent both girls crashing into another one of the birthing tubes, shattering it. X25 took the brunt of that, so by the time they hit the ground, both of them were in bad condition.

A savage roar made her whip her head around, her dark locks clinging to her head as she beheld the remaining clones, X24 and X26. "Get her!" he shouted. The blue clone, without losing the composed look on her face, leapt forward, fist and foot flying through the air. X23 blocked, countering the kick with one of her own. The fist, however, caught her full in the face. She'd expected that, however, and launched out with one of her own. X26 parried, and her tail lashed out again, the adamantium tip tearing a chunk away from X23's sleeve. Between that and the earlier assaults with the clones, X23 was losing a lot of blood, to say nothing of fabric. Her uniform looked like it had been through a cheese grater -and- a blender. She needed to bring this to an end, and soon.

So the next time the blue clone lashed out with her tail, X23 was ready, and caught it in her strong grip. If she was anything like Kurt, even holding the tail would've been painful enough, but X23 instead yanked hard, using the tail and leverage to haul X26 off her feet and fling her across the room, letting her crash down atop of X28, who'd been about to regain his feet. As it was, he crashed down for a second time with some additional weight atop of him.

A vicious uppercut caught the former assassin full in the face, and she went flying, though she managed to regain her balance in time to land, claws digging into the ground as she skid across the slick floor. Her gaze settled on X24 at the other end of the room as he cracked his knuckles.

"Aww, whatsa matter, sis? Running out of steam?" he grinned smugly. His crimson uniform had the odd tear in it, but he looked almost completely unharmed thanks to his regenerative factor. She, on the other hand, looked like hell. Felt like hell, too. She would've liked nothing more than to curl up in front of the TV back at the mansion and fall asleep watching re-runs of Saturday Morning Cartoons (something Jubilee had introduced her too) but instead, she lifted her weary arms and took a defensive stance.

X24 grinned wickedly. "Give it up. You've lost."

"Not just yet," she spat back.

X24 grinned, leaping forward again, and X23 raised her claws to block. But it was a feint, and his foot slammed into her stomach, sending her reeling against the far wall. She barely managed to dodge his follow-up attack, as his adamantium claws slashed at the wall, slicing through the thick metal like it was tinfoil. X23 grimaced, stumbled, clutching her stomach. It had hit high, she was sure one of her lower ribs had broken. She was rarely wrong. She was an expert on human anatomy. X23 grabbed the last of her razor disks from her belt and flung with wild accuracy. It wasn't meant to hit X24 so much as distract him, give her a few seconds to re-group. Unfortunately time was running out for her. The sprinklers had gone off, and sight and hearing were now clearing. Scent would return soon, and then there'd be no place she could hide from him. The next blow caught her in the arm, and she could've sworn she heard another crack. She stumbled, falling backwards onto her back. Between the slick floor and her injuries, it was a wonder she hadn't earlier. Grimly, she raised her good arm, still ready to defend herself.

The blonde clone advanced on her, teeth bared, when suddenly he stopped. X24 lifted his head, hearing the approaching clank of boots and assumed that more soldiers from Hydra arrived. Doubtlessly Madame Hydra was growing impatient, and wanted him to finish the job. He growled, low and menacing, as he stared at the door, which started to slide open...

... those weren't HYDRA's troops.

"... wha-?!"

A bright blast of ruby-red energy slammed into X24's gut with only slightly less force than a battering ram, sending the mutant assassin flying through the air. He slammed full into a birthing tube, shattering it and flying through it to slam into the far wall hard enough to make a dent with his body. He hit the floor hard, quite a number of shards imbedded themselves in his back, but he barely felt them. Red obscured his vision. Blood red.

"Sarah!" cried out Jean, immediately at her side. She leaned down, helping the smaller girl to her feet.

"What took you guys so long?" she asked with a weary smile.

"Be lucky we came at all, kid," stated Wolverine as he entered the room. "Now we're getting out of here."

"Not yet... still something I have to do," she replied, bringing out the detonator for the bombs she'd brought. One flick of the switch, the countdown would begin, and the whole place would go sky high. HYDRA would be destroyed, and so would any memory of this abysmal place.

A click interrupted them, and as one, the X-Men spun around.

X24 was on his feet, and his hands he held a gun. Not even a fancy energy pistol like Gauntlet used, one of the good ol' fashioned M9 models.

"No... I won't let it end like this, sis... I won't LOSE!" he roared at her.

Wolverine growled darkly, about to advance, but X23 held up a hand to stop him. "It's over... brother," she said, causing him to blink in surprise. What trick was this? "I am putting an end to this. All of this. This evil cannot go on. I will not let it. I will not let them destroy more people like you and I. Turn us into monsters and weapons," she stated. Her voice grew cold as she continued on dangerously. "I will never let another child grow up like I did. Ever."

"And..." she stopped, hesitating, but pushed on. "And I do not want you to be destroyed as I nearly was, brother. Any of us..." she added, glancing over at the groaning, broken forms of X25, X26, X27, and X28. Her fallen siblings.

"If I can be redeemed... if I can be saved," she amended, glancing over her shoulder at Logan. "Maybe you can too."

* * *

Consciousness began to drift back slowly, like waking from a long dream. However, Viper quickly knew this was no dream she was waking to. This was a full-scale nightmare. Carefully, she allowed her eyes to open more fully, not moving in case Rogue or Gambit became aware of her being conscious. As it was, neither was paying the slightest bit of attention. With the guards long gone (hauled out by Beast and Colossus) she'd been the only one they hadn't bothered with. And she could see on the screens above the rest of the X-Men, as well as her assassins. They were losing. Badly.

Andrea VonStrucker did not take losing easily.

And this time she felt more than amply prepared. Two quick flicks of the buttons on her throne, which the X-Men had kindly let her rest on, and a countdown appeared in the corner of the screen.

"Uh... chere... what'd you do now?" asked Gambit, his voice quavering fearfully.

"I didn't do that!" replied Rogue, checking the console. "It's a self-destruct countdown. This whole place..."

"... is going to go sky high!" finished Viper dangerously. Both of the X-Men whirled around to regard her. "And there is absolutely nothing you can do to stop it this time!"

Gambit charged forward, but he was far too slow to catch Viper as another switch was activated and her whole throne sunk into the floor. Within moments, she'd escaped from the control room. "How long we got?"

Rogue glanced back up at the countdown.

"Fourteen minutes, twenty-three seconds," she read aloud. As if in answer, the base shuddered.

* * *

Deep down below, in the birthing chambers, the room shuddered as well, nearly knocking the X-Men off of their feet. X24's arm waivered, and his blue eyes went wide with realization at the motion that had swept the room.

"No... they can't..." he said, his eyes glazing over. Then, suddenly, they took sharp focus, and he swung his gun to aim at X23. "Must... finish... THE MISSION!"

Bang.

The bullet shot from the barrel of the gun, arcing its way towards X23's forehead, where it would easily penetrate her skull and tear clear through the back of her head, should it connect. However, Wolverine was already in motion, and he shoved X23 out of the way as the bullet speeded towards them. Fortunately, it proved to be fast enough of a gesture to ensure neither he nor X23 were hit by the bullet.

Unfortunately, the bullet's path instead brought it into contact with X23's detonator, still clutched in her hand. It all but exploded in her hand, the main components slamming down against the slick ground. As if on cue, the trigger-signal set off the explosives in the far corner of the room where she'd left them. A massive boom rocked the room, sending the X-Men and X24 tumbling to the ground.

"What've you done?!" howled X24, eyes wide with panic.

X23 glared up at him accusingly. "You did this," she replied darkly as Wolverine helped her to her feet.

"No!" he shouted, bringing up the gun again. But a quick telekinetic tug from Jean yanked it from his grip and sent it against the far wall, where it clattered to the ground. Cyclops let loose an optic blast, but this time X24 was amply prepared, and dodged aside. Unable to take on all the X-Men, he sprang over them in one clear bound, running off down the corridor where they'd come from, howling like a wounded animal.

"Stop him!" shouted Cyclops.

"We haven't time, Cyke!" Wolverine replied, as another shudder rocked the building. Between X23's explosives and whatever detonation sequence Madame Hydra had initiated, the whole structure was rapidly starting to crumble. Huge chunks of rock descended from the ceiling, smashing into birthing tubes and shattering them like glass beakers. Wires short-circuited, sparks flying everywhere in the chaos. A rockslide cut off their exit as the X-Men tried to escape down the same corridor as X24, sealing it off.

"Oh dear," intoned Beast, his calm demeanor completely out of place with the chaos around as he tried to grab up a fallen chunk of debris and move it aside. Alas, it was being held down by several metal beams and even his inhuman strength couldn't quite lift it.

"We have to get out of here, now!" shouted Storm, as another tank shattered beside her.

"This way!" shouted X23, leading them towards the entrance she'd originally come in. The doors were still sealed, but thankfully Cyclops made short work of that trouble, blasting clear through them and very nearly through the side of the mountain. It provided them with an exit, but it seemed to only hasten the fortress' collapse.

"Everyone out! Now! Move move move!"

Beast, Storm, Colossus and Jean ran past as Cyclops watched the exit, making sure all of his team got out. Wolverine followed, helping X23, who was still limping, weak from her fight. However, as they reached the exit, she stopped, turning back.

"Wait! The clones!"

An explosion rocked the room, and a heavy piece of piping smashed down in front of them. Sparks flew in the air, blinding them all as they threw up arms to shield their eyes. Smoke started to pour into the room as they lost sight of the clones. The walkway above broke as one of its railing snapped, falling down with a metallic thud in the center of the room.

"Forget it kid, we can't do anything for them!" said Wolverine, holding her arm. Holding her back.

"I won't leave them!" she screamed back at him, wrenching herself out of his arms and turning back. She had to help them. She had to...

The blow was completely unexpected, and that helped, as Wolverine applied a hand chop to the back of her neck, gently rendering his pseudo-daughter unconscious. He threw her over his back, nodding to Cyclops as the two of them took off down the corridor, running as fast as they could. Behind them, the sounds of explosions grew, as the rumbling increased. The whole place was rapidly coming down atop of them.

* * *

Pumping his legs furiously, X24 ran back to the command center. He'd heard his commander's voice, though the words had been indistinct. The buzzing in his ears hadn't faded yet, an unfortunate side effect of the taser shock. Alarms were blaring everywhere, so he must be needed. He needed to make his way back to Madame Hydra and report himself and his failure to her.

X24 cut his way through the fortress, making his way into the command center, which showed signs of a fight. But there was no one there. No bodies, no people, no blood. All the scents were a few minutes old, they'd all left recently. Madame Hydra's command throne was gone. She'd escaped. Then his sky-blue eyes widened, as he saw what was on the computer screens.

Five...

"No..."

Four...

* * *

Four...

Below, in the birthing chambers, X27 lowered her head and closed her eyes, her slick white curls clinging to her head as she cradled X26 to her chest. The blue clone peered up at her fearfully as the room started to crumble around them. X25 stood beside them as one of the tanks behind her shattered, and X28 lay on the floor beside them all, still unconscious. He was the luckiest of them all, he would not even know what happened until it was over. But there was no escape for them. No escape, no rescue, no hope. This was the end.

Together, the clone siblings clung to one another as the explosions grew louder and closer, and fire engulfed them.

Three...

* * *

Three...

He'd been discarded.

Two...

Abandoned.

One...

As all around him dissolved into fire and light, X24 roared in rage and fury. His voice echoed in the explosion that followed, rocking the entire mountain as the fortress of HYDRA went up in a ball of flame.

* * *

The final explosion made the entire mountain quiver, sending the rescue team once more flat on their faces as they emerged from the fortress barely in the nick of time. Fire licked over their heads, but ultimately faded, leaving them unharmed. More than one X-Man muttered a prayer of thanks for good timing.

Laying against a rock, X23 started to stir... then shot upright as she realized what had happened, turning back to regard the fortress. Her expression fell as she saw what had happened.

"No..."

Hesitantly, Wolverine came up beside her, placing a hand on her shoulder. "There was nothing you could've done, kid," he said gently.

"... no," she replied, realizing he was right. "But at least it's over now."

"Yeah, it's over."

The team watched silently from their vantage point as the rest of the fortress came crumbling down. Muted and lesser explosions continued to rock the structure, but for the most part, the entire place was long gone. There was no way anyone, anything, could've survived such an attack. They did spy some HYDRA troops further down the mountain, no doubt trying to escape, but for once, X23 was glad to see a number of SHIELD helicopter landing in a perimeter around the base. US marines were being disgorged, and they quickly had the HYDRA troops rounded up, disarmed, and thoroughly routed.

A quick communiqué indicated Rogue and Gambit had also gotten out safely. Cyclops directed them to where the Blackbird was waiting, thanks to some directions from X23, and told them to meet back at the mansion.

"Wait! Look!" said Jean, pointing up at the sky. One lone helicopter was climbing up above the rising smoke and was angling westward, streaking through the sky.

"Viper," snarled Wolverine. Beside him, X23 cursed beneath her breath.

"It just never dies, does it?!" she screamed angrily.

A streak across the sky caught the attention of Colossus, and he smirked. "She hasn't gotten avay yet," he said proudly, pointing. He was right. Two F-22 Raptors were streaking across the sky towards Viper's escape helicopter. There was no possible way she could outrun and outgun some of the Air Force's best and brightest.

"It really is over," said X23.

And with that, she collapsed, unconscious before she even fell into Wolverine's arms.

* * *

Fury handled the cleanup.

Not that there was much to do, really, except round up the agents of HYDRA who -hadn't- been inside of the base when it exploded. Mostly some low-level grunts and mercenaries, but he did managed to capture the Queen bee herself with Andrea VonStrucker, so he was feeling mightily pleased with himself today. The X-Men had managed to help him strike a major blow at one of the most terrible secret organizations in the history of mankind.

The mountain had all but caved in on itself from the force of the explosion. Most nuclear devices didn't do so much damage as the explosives that had been stored within the HYDRA installation. It had been felt as far away as Tokyo. SHIELD's propaganda division had, naturally, downplayed it as a freak earthquake to keep the local population from panicking. The command center was completely vaporized, with no remains. Not even adamantium laced nails were found after SHIELD arrived and started digging through the rubble. Of Sabertooth and Colonel Wraith there was no sign, though a number of helicopters were unaccounted for. They could've managed to find a way to escape, though Fury doubted it. No sign of Gauntlet either. Deborah was on hand when they finally located what was left of the birthing chambers, and with some DNA tests managed to identify the clones X23 had battled. All accounted for, and all very much dead. Fury ordered what was left to be taken back to headquarters for analysis and incineration.

"That appears to be the last of it, Agent Fury," Deborah said as she double-checked the clipboard in her hand. She sighed softly as she beheld the data there. "So many lost lives."

"Andrea will pay for this," he assured her. "I'll have her locked up for the rest of her natural days in a hole so deep they'd have to dig a hole to china to find her."

"Can you do that? She's not a US citiz-..."

"I don't take kindly to terrorism," he replied. "And I especially do not take kindly to child abuse. Believe me, she deserves this."

"... maybe I do too," replied Deborah, with another sigh. "I have as much a hand in this as she did."

To that, Fury had only one possible reply. "You made a mistake," he said as he turned away, plopping a toothpick between his teeth as he headed towards his personal helicopter. "People do. Can't fix it... but you can always make up for it. If you try, that is."

Deborah Risman just watched him go.

* * *

The former assassin known as X23 slumbered the entire way back to the mansion, completely worn out from the nights events. She was still fast asleep when Logan picked her up and carried her in his arms to her room, laying her down and pulling up the covers of her bed. The other X-Men quickly changed out of their uniforms and turned in for the day... only Logan remained awake. He just dragged up a chair and plopped down it in his daughters room, waiting for her to waken.

Sarah Howlett had come home.

* * *

**Author's Notes:  
**Tempted though I was to let the clones live, I ultimately decided to wrap this story up much more thoroughly than the last version because, unlike my previous trip through the XME verse, I believe this will be the only story I write (or re-write, however you want to hash it). Other genres are calling.


	11. XI

"_She's a child, not a weapon_."  
**- Logan**

Three and a half years later.

Sarah sat fidgeting in her chair, tugging at the rather uncomfortable collar of the red robes she'd been given. The motion almost knocked the mortarboard off of her head. She fumed silently, reaching up to adjust it, lamenting the fact that she'd ever agreed to wear this ridiculous getup in the first place. She'd sooner duke it out with Sabertooth with both arms tied behind her back.

"You doin' okay, Sarah?" came a voice to her right.

She turned, giving a warm smile as she spotted Jamie, also in the ridiculous robe and mortarboard of red and gold. He was the only other graduating X-Man present, most of the others had trickled away in the passing years since she'd come to live at the Xavier Institute. But then again, things changed. Jamie certainly had. She could barely reconcile the sweet fourteen year old boy she'd first met and the young man standing before her now. Sarah had grown a lot too, healthy eating and regular exercise in the Danger Room had definently helped fill out her form. And coupled with a few growth spurts, it was quite a form indeed.

"Fine James," she replied, tugging on her tassle as it bobbed in front of her vision. "Just hate this outfit."

He grimaced at the name, having grown used to the monicker of Jamie during his stay at the Institute, but she just couldn't bring herself to call him that anymore. Especially not now. Here he was, all grown up. Ready to graduate, no less. Same as she was.

"Just a few hours, we'll be out of 'em in no time," he promised. "Scott and Jean got a party all set for us back at the Institute, so just hang in there."

She sighed heavily, and resisted the urge to pop her claws and shred the robe, instead bidding Jamie a farewell as she made her way to her proper seating on the football field. Her seat put her squarely between James Howard and Alicia Hughes. Neither were classmates she knew terribly well, nor they her, so they pretty much kept their thoughts to themselves and sat back.

To keep from succumbing to pure boredom, she allowed her gaze to flicker over towards the audience up in the bleachers, and a smile tugged at her lips as she saw her family there. Xavier was at the front, his wheelchair unable to offer him higher access in the bleachers. Beside him sat Ororo, smiling encouragingly. Further back was Rogue and Remy, the former of which offering her an encouraging thumbs up. And there was Scott and Jean, and Kurt, and Ray and Bobby and Tabby and even Amanda. She couldn't see half of them, they must've been scattered in other places of the crowd, but she could sense they were all here. Her friends and her family. She even spotted Deborah Risman in the crowd, though the blonde woman's hair was now streaked with gray and she was wearing an out-of-place coat and hat that were obviously designed to blend in. She was doing horribly, but Sarah didn't say anything, and politely pretended she hadn't noticed her.

They were all here for her. On her big day. Graduating from Bayville High School.

Another sigh escaped her as, finally, the Principal stepped up to deliver his 'end of the year' speech. And all she could think, as he droned on, was: Where's a mutant attack when you need one?

* * *

Later, at the Xavier Mansion, the party was in full swing, and Sarah smiled, accepting a glass of punch from Bobby, as well as some custom made ice-cubes he dropped in as an afterthought to keep it cool.

"So Sarah," he asked. "Given any thought to what you'll be doing now that you've graduated? Going to go solo like Jubilee did?"

She smiled, pleased her friend had gotten that job in the entertainment industry, but shook her head in reply. "Nah, probably stay here... help teach like you do," she replied, taking a sip of her punch.

"I suppose we could use a new DR trainer," he remarked idly. "Especially after... well since... you know..." he finished weakly.

She sighed softly, nodding. She knew.

"Hey don't sweat it, he'll be back."

"I very much doubt it," she replied, handing him back her drink and making her way past the others in attendance. She slipped past them and out of the foyer to the outside deck. The air was warm for early spring, and she let the breeze tug at her dark hair as she settled onto a bench to relax. She may have enjoyed the family and company of the Institute but even she needed time alone sometimes. Especially nowadays. Ever since Wolverine had taken off. He hadn't even said good-bye this time. Just grabbed his bike, pulled on his helmet, and took off onto the horizon. No one knew where he was anymore.

The wind blew across the estate, and she gave a content little smile. Things changed, there was little use in mourning. Particularily since she didn't believe her father was dead. And he'd been a damn good father while he'd been here. But now she was practically an adult herself, and it was on her to do the best she could. She watched as the silvery moon rose up in the night sky, illuminating the grounds in its pale light.

Idly, she glanced over to the windows, and a smile lit up her face. Piotr was trying to arm-wrestle with Hank, and as she watched, the younger mutant took down the teacher, almost hard enough to break the table they were using. But her smirk grew wider as she saw the infamous Rogue plant herself down in the seat vacated by Hank, and offer up her tiny hand in challenge. This wasn't going to end well, she knew.

Then again, what would a party be if you couldn't have a little fun?

She stepped back inside, and almost on cue, the mansion alarm went off, and the party came to an instant halt as red lights flashed and klaxons blared throughout the mansion. There must've been a mutant attack detected by Cerebro. Jean and Professor X had hardwired it to monitor police frequencies in recent years so the X-Men could respond rapidly to developing problems that ordinary police and state troopers couldn't handle.

Nightcrawler flicked off the television, "Hey, they're playin' our song," he intoned with a mischievous little smirk.

She gave a grin that was pure Wolverine.

"Well then, let's get on some fancy dresses and find our dance partners... shall we?" she asked sarcastically.

* * *

"Shadowcat, is there any word on what's going on down below?" asked Cyclops as he hung on the railing at the back of the Blackbird. He was preparing to disembark as soon as it landed. Shadowcat and Nightcrawler, who could exit the plane fastest, were up front, piloting the vessel over the streets of downtown Bayville.

"Nothing yet," replied Shadowcat as she handled the controls with a firm hand, keeping them steady.

"There!" said Nightcrawler, pointing. "I see zem... zey're Sentinels! The mutants are the ones being attacked!"

Cyclops bit back a curse at that, glancing back at his team. Everyone of them nodded back at him, ready to fight. "Alright team you know the drill. Minimum civilian casualties, but we need to hit those things and hit them hard. Shadowcat!" he shouted up to the cockpit. "Don't bother landing, just open the hangar here!"

"You got it!" she shouted back, flipping a switch. The door slid open, a wave of hot air backlashing back into the jet as the X-Men prepared for battle, then launched themselves out of the hovering Blackbird and into the air. Jean Grey caught Cyclops by the wrists, levitating them both to land on a nearby rooftop. Rogue shot through the air, coat billowing about her as she zoomed directly towards a sentinel, hoping to tear her way clear through it. Colossus and Beast dropped down ten whole stories, the former like a rock, hitting the ground with a thud hard enough to crack the pavement, the second with a touch more grace, grabbing an overhanging light post and swinging up and over gracefully.

Cyclops dropped onto the rooftop and opened fire on the nearest sentinel, blasting it with an optic blast that knocked it back. Unfortunately, Trask had recently upgraded his creations with ruby quartz mixed into the steel that made up their hides, and his blast had minimal impact. Angrily he shouted into his communicator.

"Talon, you coming?!"

Sarah grinned, enjoying the new codename she'd chosen for herself, and instead of replying verbally, decided to let actions speak for her. Waiting until the Blackbird was directly on top of a sentinel, she raised up both arms like an acrobat and stood upwards, then fell backwards off of her perch and dived down headfirst, falling a good thirty feet from the Blackbird all the way down. Five feet from impact, she extended her arms and with an audible 'snickt!' a pair of blades extended from both fists and feet. Sensing danger, the Sentinel's head snapped up, golden eyes glowing. But by then, of course, Talon struck. Her attack cleaved clear through the back of the Sentinel as she used the resistance to slow her fall to a graceful descent, landing behind the behemoth as it sparked and crackled from damaged circuitry... then fell apart in two great halves to either side of the street.

Her grin grew as she turned her head to regard the other Sentinels marching down the streets towards her with cold, robotic determination.

"Who's next?!" she challenged, claws upraised.

And like that, Sarah Howlett, AKA Talon, High School Graduate, X-Man and Daughter of Wolverine... entered the fray to fight the good fight.

And win, of course.

* * *

**Author's Notes:  
**And so the story comes to an end, sometime during the future visions of Xavier (after he saw his new team but before Jean went phoenix). Talon comes from the comics, and unlike her civvies name... I like it. So I used it. My original plan was for Wildcat but this worked out better. Hope you all enjoyed.


End file.
